Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Investview, Inc.), Securities Purchase Agreement (Investview, Inc.), Securities Purchase Agreement (Investview, Inc.)
Intellectual Property. Investview Except as set forth in Section 4.22 of the Parent Disclosure Schedule:
(a) Each of Parent and its subsidiaries own or possess the right to use all patentsSubsidiaries: (i) solely owns (beneficially, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or proceduresof record where applicable), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted entered into in the ordinary course Ordinary Course of business)Business, all right, title and interest in and to its respective Owned Intellectual Property and (ii) has valid and sufficient rights and licenses to all of its Licensed Intellectual Property. Investview The Owned Intellectual Property of Parent and its subsidiaries are Subsidiaries is subsisting, and to the Knowledge of Company, any such Owned Intellectual Property that is Registered is valid and enforceable.
(b) The Owned Intellectual Property and the Licensed Intellectual Property of Parent and its Subsidiaries constitute all Intellectual Property used in or necessary for the operation of the respective businesses of Parent and each of its Subsidiaries as presently conducted. Each of Parent and its Subsidiaries has sufficient rights to use all Intellectual Property used in its respective business as presently conducted.
(c) Except as would not subject reasonably be expected to any judgmenthave, ordereither individually or in the aggregate, writa Material Adverse Effect on Parent, injunction the operation of Parent and each of its Subsidiaries’ respective businesses as presently conducted does not infringe, dilute, misappropriate or decree otherwise violate the Intellectual Property rights of any court Person.
(d) Neither Parent nor any of its Subsidiaries has received any notice (including, but not limited to, any invitation to license or request or demand to refrain from using intellectual property rights) from any Governmental EntityPerson during the two years prior to the date hereof, nor has Investview asserting that Parent or any of its subsidiaries entered into Subsidiaries, or become a party to any agreement made in settlement the operation of any pending of their respective businesses, infringes, dilutes, misappropriates or threatened litigationotherwise violates any Person’s Intellectual Property rights.
(e) To Parent’s Knowledge, no Person has infringed, diluted, misappropriated or otherwise violated any of Parent’s or any of its Subsidiaries’ rights in its Owned Intellectual Property.
(f) Parent and each of its Subsidiaries has taken reasonable measures to protect: (i) their rights in their respective Owned Intellectual Property and (ii) the confidentiality of all Trade Secrets that are owned, used or held by Parent or any of its Subsidiaries, and to Parent’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to appropriate non-disclosure agreements which have not been breached. To Parent’s Knowledge, no Person has gained unauthorized access to the Company’s or its Subsidiaries’ IT Assets.
(g) Parent’s and each of its Subsidiaries’ respective IT Assets: (i) operate and perform in all material respects as required by Parent and each of its Subsidiaries in connection with their respective businesses and (ii) to Parent Knowledge, have not materially restricts malfunctioned or impairs failed within the past two years. Parent and each of its Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices.
(h) Parent and each of its Subsidiaries: (i) is, and at all times prior to the date hereof has been, compliant in all material respects with all applicable Laws, and their use own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees and (ii) at no time during the two years prior to the date hereof has received any notice asserting any material violations of any Intellectual Property of the foregoing. To the Knowledge of Parent, no facts or which circumstances exist that would reasonably cause the Parent or any of its Subsidiaries to be expected deemed not to result be in a Material Adverse Effectsatisfactory compliance in any respect with the applicable privacy of customer information requirements contained in any relevant federal and state privacy Laws.
Appears in 4 contracts
Samples: Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (First of Long Island Corp)
Intellectual Property. Investview (a) Section 3.17(a) of the Disclosure Schedule sets forth a true and its subsidiaries own or possess complete list of all (i) software owned by any of the right to use Pershing Companies, (ii) all patents, patents and patent applications, inventions(iii) trademark registrations and applications, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and iv) copyright registrations and applications for registration and (v) unregistered trademarks, in each case, included in the Company Intellectual Property and, in the case of any (i), (iii), (iv) and (v), material to the operation of the foregoing Business.
(collectivelyb) Except as set forth in Section 3.17(b) of the Disclosure Schedule, “Intellectual Property”(i) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investviewthe Seller, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businessesthe Business as currently conducted does not and will not, has infringedupon Closing, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, violate or conflict with, or violate, any of with the Intellectual Property of any other person third party (including the Seller and its Affiliates), and no written claim has been asserted to the Seller or entity. Investview knows the Pershing Companies that the conduct of the Business as currently conducted infringes or misappropriates the Intellectual Property of any third party; (ii) to the knowledge of Seller, no infringementthird party is infringing, misappropriation misappropriating or violation by others violating any Company Intellectual Property in any material respect; (iii) with respect to each item of Company Intellectual Property owned by or licensed the Pershing Companies and material to Investview or its subsidiaries which would reasonably be expected the Business, each of the Pershing Companies, as applicable, is the owner of the entire unencumbered (other than licenses thereof) right, title and interest in and to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and is entitled to protect use such Intellectual Property in the confidentiality continued operation of all its business; (iv) with respect to each item of their confidential information and trade secrets. None Company Intellectual Property licensed to each of the Pershing Companies as licensee and material to the Business as currently conducted, each of the Pershing Companies has the right to use such Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any the continued operation of its subsidiaries or, business as currently conducted and as conducted as of Closing in accordance with the terms of the Company IP License governing such Intellectual Property without the need to pay any additional consideration; (v) to the knowledge of InvestviewSeller, the Company Intellectual Property is valid and enforceable and has not been adjudged invalid or unenforceable in whole or part; (vi) in connection with any of their respective officers, directors registered or employees. All applied for Company Intellectual Property owned or exclusively licensed by Investview or the Company and material to the operation of the Business, the Company has taken commercially reasonable efforts to protect its subsidiaries is free and clear validity, including, without limitation, the payment of all liensrenewal fees and recordations of all assignments, encumbrancestransfers, defects name changes, and the like; and (vii) to the knowledge of the Seller, no current or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction former Pershing Company Employee or decree of any court contractor is or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a was party to any valid agreement made (directed to non-disclosure, non-compete, exclusive services obligations or the like) that restricts, restricted, forbids or forbade at any time during such Employee or contractor's employment or engagement with the Pershing Companies the activities or performance of duties of such Employee or contractor for or on behalf of the Pershing Companies in settlement connection with the invention or creation of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property for or which would reasonably be expected on behalf of the Pershing Companies.
(c) Except as set forth on Section 3.17(c) of the Disclosure Schedule, the Pershing Companies have taken commercially reasonable measures to result protect the secrecy, confidentiality and value of all Trade Secrets used in a Material Adverse Effectand material to the operation of the Business (collectively, "Company Trade Secrets") (including without limitation entering into appropriate confidentiality agreements with officers, directors, employees, and other Persons with access to the Company Trade Secrets).
Appears in 4 contracts
Samples: Transaction Agreement, Transaction Agreement (Credit Suisse Group), Transaction Agreement (Credit Suisse First Boston Usa Inc)
Intellectual Property. Investview (i) To the Knowledge of the Debtor, the Debtor and its subsidiaries Subsidiaries own or possess the have a valid and enforceable right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary material Intellectual Property Rights that are used in or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications necessary for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businessesbusinesses as presently conducted. All Intellectual Property Rights that are owned by the Debtor or any of its Subsidiaries (“Owned Intellectual Property”) are, has infringedto the Knowledge of the Debtor, misappropriated(A) valid, conflicted with subsisting and enforceable and (B) not subject to any outstanding Order adversely affecting the Debtor’s or otherwise violatedany of its Subsidiaries’ use of, or is currently infringing, misappropriating, conflicting with rights in or otherwise violating, and none of Investview or its subsidiaries have received to any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any such Intellectual Property Rights, except in the case of any other person clauses (A) and (B) as would not, individually or entity. Neither Investview in the aggregate, reasonably be expected to have a Material Adverse Effect.
(ii) To the Knowledge of the Debtor, neither the Debtor nor any of its subsidiaries has received Subsidiaries is infringing, misappropriating or otherwise violating any communication Intellectual Property Rights of any Person, except as would not, individually or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedaggregate, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result have a Material Adverse Effect.
(iii) To the Knowledge of the Debtor, no Person is infringing, misappropriating or otherwise violating any Owned Intellectual Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(iv) To the Knowledge of the Debtor, no Person has gained unauthorized access to any Debtor IT Asset, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(v) The Debtor and each of its Subsidiaries are in compliance in all material respects with their respective privacy and security policies and with all applicable Laws regarding privacy and personal information, including with respect to the collection, storage, transmission, transfer, disclosure and use of personal information, in each case, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Investview The Debtor and each of its subsidiaries Subsidiaries have taken all commercially reasonable steps necessary measures consistent with customary industry practices to secure their interests in such Intellectual Property from their employees ensure the confidentiality, privacy and contractors and to protect the confidentiality security of all personal information of their confidential information customers and trade secrets. None of the Intellectual Property employed by Investview employees, and no Person has gained unauthorized access to, or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investviewmisused, any of their respective officerssuch information, directors in each case, except as would not, individually or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in have a Material Adverse Effect.
(vi) For purposes of this Agreement, “Debtor IT Assets” means all computers, software, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, and all other information technology equipment and associated documentation owned or used by the Debtor or any of its Subsidiaries.
Appears in 4 contracts
Samples: Plan Sponsor Agreement, Alternative Plan Sponsor Agreement, Alternative Plan Sponsor Agreement (Quality Care Properties, Inc.)
Intellectual Property. Investview (a) Section 4.20(a) of the Company Disclosure Schedule lists (i) each Patent Right (A) that is in the Company Owned Intellectual Property or (B) that is in the Company Licensed Intellectual Property with respect to which the Company or any of its Subsidiaries has a right to participate in the prosecution or maintenance, and (ii) each trademark, service mark, domain name and copyright owned by the Company or any of its subsidiaries own Subsidiaries, in each case for which applications have been filed or possess registrations or issued patents have been obtained, whether in the United States or in any country internationally (all of the items to be listed on Section 4.20(a) of the Company Disclosure Schedule, the “Company Registered IP”), in each case enumerating specifically the applicable filing or registration number, title, jurisdiction in which filing was made or from which registration issued, date of filing and issuance, names of all current applicant(s) and registered owners(s), as applicable. The Company and each of its Subsidiaries have made all filings and payments required to be made to maintain each item of such Company Registered IP in full force and effect by the applicable deadline and otherwise in accordance with all applicable Laws. All assignments to the Company or any of its Subsidiaries of Company Registered IP that is Company Owned Intellectual Property have been properly executed and recorded.
(b) Section 4.20(b) of the Company Disclosure Schedule sets forth a true and complete list of the third party Contracts pursuant to which Company or any of its Subsidiaries receives a license or other rights under any Company Intellectual Property (the “Existing In-License Agreements”). The Existing In-License Agreements are in full force and effect in accordance with their terms. Neither the Company nor its applicable Subsidiary, or, to the Company’s Knowledge, any of the other parties thereto, is in breach of any Existing In-License Agreement. Neither the Company nor any of its Subsidiaries has sent, provided, or received any notice of breach or intent to terminate any Existing In-License Agreement. The Company has made available to Buyer true, accurate and complete copies of the Existing In-License Agreements, including all amendments thereto.
(c) No inventorship challenge, opposition, nullity proceeding, inter partes review, post grant review proceeding or interference has been filed, or to the Knowledge of the Company, threatened, with respect to any Patent Rights included in the Company Registered IP. The Knowledge of the Company, the Company and each of its Subsidiaries have complied with its duty of candor and disclosure to the United States Patent and Trademark Office and any relevant foreign patent office with respect to all patent and trademark applications in the Company Registered IP filed by or on behalf of the Company or its Subsidiaries and have made no material misrepresentation in such applications. The Company has clear title to the Company Registered IP that is Company Owned Intellectual Property.
(d) The Company or any of its Subsidiaries, as applicable, owns (free and clear of all Liens), or has the right to use pursuant to license, sublicense, agreement or permission as set forth in a Contract set forth in Section 4.12 of the Company Disclosure Schedule, (i) all patentsCompany Registered IP and (ii) all other Intellectual Property used in, patent applicationsor necessary for the development, inventionsmanufacture and commercialization of each Company Regulated Product and otherwise for the operation of the business of the Company and its Subsidiaries as presently conducted or as conducted at any time within the last three (3) years or as currently contemplated to be conducted, licensesincluding, know-how in each of cases (including trade secrets i) and other unpatented and/or unpatentable proprietary or confidential information or procedures(ii), trademarksany tangible embodiments thereof (all of the foregoing, service markscollectively, trade namesthe “Necessary Company IP”). The Company Intellectual Property includes all Necessary Company IP.
(e) Neither the Company nor any of its Subsidiaries has received from any Person in the past three (3) years any written notice, domain namescharge, copyrightscomplaint, and claim or other intellectual propertywritten assertion of any direct or indirect infringement, and registrations and applications for registration violation or misappropriation of any Intellectual Property of any Person by the Company or any of its Subsidiaries. Neither the Exploitation of any of the foregoing (collectivelyCompany Regulated Products, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in nor any other activity by the future and, to the knowledge Company of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businessesSubsidiaries, has infringed, misappropriated, conflicted with infringed or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, constituted a misappropriation of, conflict with or violation of, any Intellectual Property rights of any other person third party.
(f) To the Knowledge of the Company, no third party (including any current or entity. Neither Investview nor former employee, consultant or contractor of the Company and its Subsidiaries) is infringing upon, misappropriating or otherwise violating any of its subsidiaries has received Company Intellectual Property, except for any communication such infringement that, individually or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedaggregate, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would not reasonably be expected to result in material Liability to the Company, any of its Subsidiaries or Buyer.
(g) Neither the execution, delivery, or performance of this Agreement nor the consummation of any of the transactions or agreements contemplated by this Agreement will result in (i) any loss, termination or impairment of, or any change in the Company’s rights in, any Company Intellectual Property, (ii) a Material Adverse Effect. Investview breach of or default under any Contract governing any Company Intellectual Property, (iii) the grant or transfer to any third party of any new license or other right or interest under, the abandonment, assignment to any third party, the modification or loss of any right with respect to, or the creation of any Lien on, any Company Intellectual Property, or (iv) the Company, any of its Subsidiaries, Buyer or any of Buyer’s Affiliates (including the Final Surviving Corporation) being obligated to pay any penalty or new or increased royalty or fee to any Person under any Contract governing any Company Intellectual Property.
(h) The Company and its subsidiaries Subsidiaries have taken all used commercially reasonable steps necessary efforts to secure their interests maintain in such Intellectual Property from their employees confidence the trade secrets and contractors and to protect the confidentiality of all of their other confidential information in the Company Intellectual Property. The Company and its Subsidiaries have complied in all material respects with all applicable Contracts and Laws pertaining to information privacy, data protection or security, including the Health Insurance Portability and Accountability Act of 1996, the EU Data Protection Directive and any Laws in any country relating thereto, and the General Data Protection Regulation and any Laws in any country relating thereto. No complaint relating to an improper use or disclosure of, or a breach in the security of, any trade secrets. None , confidential information or protected information has been made or, to the Knowledge of the Intellectual Property employed by Investview or Company, threatened against the Company of any of its subsidiaries Subsidiaries. To the Knowledge of the Company, there has been obtained or is being used by Investview or its subsidiaries in violation no (i) unauthorized disclosure of any contractual obligation binding on Investview third party proprietary or confidential information in the possession, custody or control of the Company or any of its subsidiaries orSubsidiaries, to or (ii) breach of the knowledge Company’s of Investview, any of their respective officers, directors its Subsidiaries’ security procedures wherein confidential information has been disclosed to a third party.
(i) Each individual who is or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear was an employee of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into Subsidiaries has executed a valid, binding and enforceable written agreement expressly and presently assigning to the Company all right, title and interest in any inventions, works of authorship and data invented, conceived, reduced to practice, authored, created or become a party otherwise developed, during the term of such individual’s employment work for the Company and its Subsidiaries, and all Intellectual Property rights therein, and has waived all moral rights therein to the extent legally permissible. With respect to any Necessary Company IP invented, conceived, reduced to practice, authored, created or otherwise developed by any third party, each such third party has executed a valid, binding and enforceable written agreement made expressly and presently assigning or licensing to the Company all right, title and interest in settlement of and to such Necessary Company IP.
(j) The Company has no Company Intellectual Property that is subject to the Bxxx-Xxxx Act or a comparable Law outside the United States or any pending other Law granting any Governmental Authority any license, retained right or threatened litigation, which materially restricts or impairs their use of any march-in right with respect to such Intellectual Property or which would reasonably be expected any right as a result of funding by a Governmental Authority. Neither the Company, or any assignor or licensor to result the Company or any of its Subsidiaries, has received any support, funding, resources or assistance from any Governmental Authority or quasi-governmental agency or funding source in a Material Adverse Effectconnection with the Exploitation of any Company Regulated Product, any facilities or equipment used in connection therewith or any Company Intellectual Property. No university or Governmental Authority has sponsored any research or development conducted by or on behalf of the Company or any of its Subsidiaries, or has any claim of right or ownership of or Lien on any Company Intellectual Property.
Appears in 4 contracts
Samples: Merger Agreement (Telix Pharmaceuticals LTD), Merger Agreement (Telix Pharmaceuticals LTD), Merger Agreement (Telix Pharmaceuticals LTD)
Intellectual Property. Investview (a) Section 4.16(a) of the Company Disclosure Schedule sets forth a complete and its subsidiaries correct list (or, in the case of copyrights, a description) as of the date of this Agreement of all trademark and service xxxx registrations and pending applications, copyright registrations and pending applications, and Internet domain name registrations owned by the Company or any of the Company Subsidiaries. The Company and the Company Subsidiaries as applicable (i) are the sole and exclusive owners of record of all such registrations and applications and (ii) have paid all taxes and fees required to renew and maintain in force and effect through the date of this Agreement all such registrations and applications, except where the failure to pay such fees and taxes would not be reasonably expected to have, in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of the Company Subsidiaries owns or has any interest in any patents or patent applications. No Person has been granted a license or right to use any Intellectual Property owned by the Company or any of the Company Subsidiaries, except in connection with products or services offered by the Company in the ordinary course of business.
(b) The Company and the Company Subsidiaries own or possess the right adequate licenses or other rights to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) Property necessary to conduct their business respective businesses as presently conducted and currently contemplated conducted, except where the failure to own or possess such rights would not be conducted reasonably expected to have, in the future andaggregate, a Company Material Adverse Effect. Except as would not be reasonably expected to have, in the knowledge of Investviewaggregate, a Company Material Adverse Effect, (i) neither Investview the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or Company Subsidiaries is currently infringing, misappropriating, conflicting with misappropriating or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, violating any Intellectual Property of any other person or entity. Neither Investview Person, (ii) neither the Company nor any of its subsidiaries has received any communication or notice (the Company Subsidiaries is in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict withbreach of, or violatein default under, any license of Intellectual Property by any other Person to the Company or any of the Intellectual Property of Company Subsidiaries, (iii) to the Company’s Knowledge, no Person is infringing, misappropriating or otherwise violating any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by the Company or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview any of the Company Subsidiaries, and its subsidiaries (iv) the Company and the Company Subsidiaries have taken all commercially reasonable steps necessary to secure their interests in such Intellectual Property from their establish policies and procedures requiring employees and contractors and with access to protect Intellectual Property owned by the Company or any of the Company Subsidiaries to maintain the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectpublic information.
Appears in 4 contracts
Samples: Merger Agreement (North Pittsburgh Systems Inc), Merger Agreement (North Pittsburgh Systems Inc), Merger Agreement (Consolidated Communications Holdings, Inc.)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any a) (i) The conduct of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business of the Company and the Subsidiaries as presently currently conducted and as currently contemplated to be conducted and the use of the Company Owned Intellectual Property and the Company Licensed Intellectual Property in connection therewith do not conflict with, infringe upon, misappropriate or otherwise violate the Intellectual Property rights of any third party in any material respect, and no claim has been asserted to the Company or any Subsidiary that the conduct of the business of the Company and the Subsidiaries as currently conducted or as currently contemplated to be conducted conflicts with, infringes upon or may infringe upon, misappropriates or otherwise violates the Intellectual Property rights of any third party; (ii) with respect to each item of Company Owned Intellectual Property, the Company or a Subsidiary is the exclusive owner of the entire unencumbered right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the future andcontinued operation of its respective business without limitation in any material respect; (iii) with respect to each item of Company Licensed Intellectual Property, the Company or a Subsidiary has the valid right to use such Company Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property; (iv) to the knowledge of Investviewthe Company, neither Investview nor any of its subsidiaries, whether through their respective products the Company Owned Intellectual Property is valid and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violatingenforceable, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolvedadjudged invalid or unenforceable in whole or in part; (v) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investviewthe Company, no Person is engaging in any activity that infringes upon or misappropriates the Company Owned Intellectual Property; (vi) to the knowledge of their respective officersthe Company, directors or employees. All each license of the Company Licensed Intellectual Property owned or exclusively licensed is valid and enforceable (except as may be limited by Investview or its subsidiaries is free and clear of all liensbankruptcy, encumbrancesinsolvency, defects reorganization or other restrictions similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity), is binding on all parties to such license, and is in full force and effect; (other than non-exclusive licenses granted in vii) to the ordinary course knowledge of business). Investview and its subsidiaries are not subject to any judgmentthe Company, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a no party to any agreement made license of the Company Licensed Intellectual Property is in settlement breach thereof or default thereunder; and (viii) neither the execution of this Agreement nor the consummation of the Transactions shall adversely affect any pending of the rights of the Company or threatened litigation, which materially restricts or impairs their use of any Subsidiary with respect to the Company Owned Intellectual Property or which would reasonably be expected to result the Company Licensed Intellectual Property in a Material Adverse Effectany material respect.
Appears in 4 contracts
Samples: Investment Agreement (United Energy Group LTD), Investment Agreement (United Energy Group LTD), Investment Agreement (Transmeridian Exploration Inc)
Intellectual Property. Investview Except as set forth in Section 3.25 of the Company Disclosure Schedule:
(a) Each of the Company and its subsidiaries own or possess the right to use all patentsSubsidiaries: (i) solely owns (beneficially, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or proceduresof record where applicable), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted entered into in the ordinary course Ordinary Course of business)Business, all right, title and interest in and to its respective Owned Intellectual Property and (ii) has valid and sufficient rights and licenses to all of its Licensed Intellectual Property. Investview The Owned Intellectual Property of the Company and its subsidiaries are Subsidiaries is subsisting, and to the Knowledge of Company, any such Owned Intellectual Property that is Registered is valid and enforceable.
(b) The Owned Intellectual Property and the Licensed Intellectual Property of the Company and its Subsidiaries constitute all Intellectual Property used in or necessary for the operation of the respective businesses of the Company and each of its Subsidiaries as presently conducted. Each of the Company and its Subsidiaries has sufficient rights to use all Intellectual Property used in its respective business as presently conducted.
(c) Except as would not subject reasonably be expected to any judgmenthave, ordereither individually or in the aggregate, writa Material Adverse Effect on the Company, injunction the operation of the Company and each of its Subsidiaries’ respective businesses as presently conducted does not infringe, dilute, misappropriate or decree otherwise violate the Intellectual Property rights of any court Person.
(d) Neither the Company nor any of its Subsidiaries has received any notice (including, but not limited to, any invitation to license or request or demand to refrain from using intellectual property rights) from any Governmental EntityPerson during the two years prior to the date hereof, nor has Investview asserting that the Company or any of its subsidiaries entered into Subsidiaries, or become a party to any agreement made in settlement the operation of any pending of their respective businesses, infringes, dilutes, misappropriates or threatened litigationotherwise violates any Person’s Intellectual Property rights.
(e) To the Company’s Knowledge, no Person has infringed, diluted, misappropriated or otherwise violated any of the Company’s or any of its Subsidiaries’ rights in its Owned Intellectual Property.
(f) The Company and each of its Subsidiaries has taken reasonable measures to protect: (i) their rights in their respective Owned Intellectual Property and (ii) the confidentiality of all Trade Secrets that are owned, used or held by the Company or any of its Subsidiaries, and to the Company’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to appropriate non-disclosure agreements which have not been breached. To the Company’s Knowledge, no Person has gained unauthorized access to the Company’s or its Subsidiaries’ IT Assets.
(g) The Company’s and each of its Subsidiaries’ respective IT Assets: (i) operate and perform in all material respects as required by the Company and each of its Subsidiaries in connection with their respective businesses and (ii) to the Company’s Knowledge, have not materially restricts malfunctioned or impairs failed within the past two years. The Company and each of its Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices.
(h) The Company and each of its Subsidiaries: (i) is, and at all times prior to the date hereof has been, compliant in all material respects with all applicable Laws, and their use own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees and (ii) at no time during the two years prior to the date hereof has received any notice asserting any material violations of any Intellectual Property of the foregoing. To the Knowledge of the Company, no facts or which circumstances exist that would reasonably cause the Company or any of its Subsidiaries to be expected deemed not to result be in a Material Adverse Effectsatisfactory compliance in any respect with the applicable privacy of customer information requirements contained in any relevant federal and state privacy Laws.
(i) For purposes of this Agreement:
Appears in 4 contracts
Samples: Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (First of Long Island Corp), Merger Agreement (First of Long Island Corp)
Intellectual Property. Investview (a) Except as would not constitute a Material Adverse Effect, (i) to the Knowledge of the Company, the Company and its subsidiaries own or possess the right Subsidiaries have sufficient rights to use all patentsIntellectual Property used in the conduct of the business of the Company and its Subsidiaries as currently conducted, patent applications(ii) the Company and its Subsidiaries are the exclusive owners of the Owned Intellectual Property free and clear of any Liens other than Permitted Liens, inventions(iii) any registrations or pending applications for Owned Intellectual Property are subsisting, licenses(iv) to the Knowledge of the Company, know-how (including trade secrets the Owned Intellectual Property is valid and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrightsenforceable, and other intellectual property, (v) the Company and registrations and applications for registration each of any its Subsidiaries have taken commercially reasonable measures to maintain the secrecy of all Trade Secrets used in the businesses of the foregoing Company and its Subsidiaries.
(collectivelyb) Except as would not constitute a Material Adverse Effect, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future andno claims are pending or, to the knowledge Knowledge of Investviewthe Company, threatened in writing (i) challenging the ownership, enforceability, scope, validity or use by the Company or any of its Subsidiaries of any Owned Intellectual Property or (ii) alleging that the Company or any of its Subsidiaries is violating, misappropriating or infringing the Intellectual Property rights of any Person.
(c) Except as would not constitute a Material Adverse Effect, to the Knowledge of the Company, (i) no Person is misappropriating, violating or infringing the rights of the Company or any of its Subsidiaries with respect to any Owned Intellectual Property and (ii) the operation of the business of the Company and its Subsidiaries as currently conducted does not violate, misappropriate or infringe the Intellectual Property rights of any other Person.
(d) Except as would not constitute a Material Adverse Effect, (i) neither Investview the Company nor any of its subsidiariesSubsidiaries uses or distributes, whether through their respective products and services or has used or distributed, any Software licensed, provided, or distributed under any open source license, including any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the conduct of their respective businesses, has infringed, misappropriated, conflicted with Free Software Definition (as promulgated by the Free Software Foundation) or otherwise violated, any Software that contains or is currently infringing, misappropriating, conflicting with or otherwise violating, and none derived from any such Software (“Open Source Software”) in any manner that would require any source code of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any the Software included in Owned Intellectual Property of to be disclosed, licensed for free, publicly distributed, attributed to any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice dedicated to the public and (in each case that has not been resolvedii) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Company and its subsidiaries have taken Subsidiaries are in compliance with all reasonable steps necessary to secure their interests in such Intellectual Property from their employees terms and contractors and to protect the confidentiality conditions of all of relevant licenses (including all requirements relating to notices and making source code available to third parties) for all Open Source Software used in their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectbusinesses.
Appears in 4 contracts
Samples: Merger Agreement, Merger Agreement (Xl Group LTD), Merger Agreement (American International Group Inc)
Intellectual Property. Investview 4.1 Neither Party shall have any claim or interest in the other Party’s Intellectual Property Rights.
4.2 Customer acknowledges that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the provision of the Services (including for the avoidance of any doubt any related to hardware and its subsidiaries own / or possess software, the Deliverables and Output Materials supplied as part of the Services) belong at all times to Company and or Company’s licensors.
4.3 To the extent that a Deliverable incorporates Company Rights, Company hereby grants to Customer the non-exclusive, royalty-free, non-sub-licensable and perpetual right to use the relevant Company Rights in the Deliverables in any medium and for any commercial purpose without any additional payment to be made to Company unless otherwise stated in the Schedule.
4.4 Company warrants that it is not aware as at the date of this Agreement that the Software, the Output Material, information, data, computer facilities or material that Company supplies, or any provision of the Services by Company or Customer’s use of the same in accordance with the terms of this Agreement infringes any third party’s Intellectual Property Rights (“Infringement Claim”) but Customer acknowledges and agrees that Company has not carried out any investigation into the same.
4.5 Company shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) Customer promptly notify Company of any infringement or alleged infringement of which Customer has notice; (ii) Customer makes no admission as to liability or agree any settlement of such claim without Company’s prior written consent; (iii) Customer allows Company (or a relevant third party supplier), at Company’s expense, to conduct and/or settle all patentsnegotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) Customer, patent applicationsat Company’s expense, inventionsgive Company (or a relevant third party supplier) such reasonable assistance as may be requested in such settlement or negotiation.
4.6 Company shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim (i) arises from possession, licensesuse, know-how development, modification, or operation of the Services (or supplied software or hardware or part thereof) by Customer other than in accordance with the terms of this Agreement or the relevant Statement of Work; (ii) failure by Customer to take any corrective action directed by Company; or (iii) is based upon any item provided by Company and incorporated into the Services (or supplied software and / or hardware or part thereof) at Customer’s request.
4.7 Subject to Clauses 4.5 and 4.6 Company hereby indemnifies and holds harmless Customer against all actions, claims, losses, costs, damages and expenses (including trade secrets without limitation, all reasonable and other unpatented and/or unpatentable proprietary actually incurred legal fees, costs or confidential information expenses and any compensation, costs or procedures), trademarks, service marks, trade names, domain names, copyrights, disbursements paid by Customer to compromise or settle any action or claim) suffered or incurred by Customer and other intellectual property, and registrations and applications for registration arising by reason of any or in connection with a claim by a third party that the use of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge Deliverables by Customer or by Customer' customers is a breach of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any that third party’s Intellectual Property Rights.
4.8 Customer shall indemnify Company against all costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against Company arising out of or in connection with any other person claim that Company’s use or entity. Neither Investview nor any access of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of Customer System pursuant to this Agreement infringes the Intellectual Property Rights of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectthird party.
Appears in 4 contracts
Samples: Master Services Agreement, Master Services Agreement, Master Services Agreement
Intellectual Property. Investview Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and except as identified in Section 5.18 of the Company Disclosure Schedule: (i) the Company and each of its subsidiaries own Subsidiaries owns, or possess the right is licensed to use all patents(in each case, patent applications, inventions, licenses, know-how (including trade secrets free and other unpatented and/or unpatentable proprietary or confidential information or proceduresclear of any Liens), trademarksall Intellectual Property used in or necessary for the conduct of its business as currently conducted; (ii) neither the Company nor its Subsidiaries has infringed, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration misappropriated or otherwise violated the Intellectual Property rights of any of the foregoing Person; (collectively, “Intellectual Property”iii) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investviewthe Company, no Person has challenged, infringed, misappropriated or otherwise violated any Intellectual Property right owned by and/or licensed to the Company or its Subsidiaries; (iv) neither Investview the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, Subsidiaries has infringed, misappropriated, conflicted with received any written notice or otherwise violatedhas knowledge of any pending claim, action, suit, order or proceeding with respect to any Intellectual Property owned by the Company or any of its Subsidiaries or alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person; (v) the consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Intellectual Property right of the Company or any of its Subsidiaries or impair the right of Parent to develop, use, sell, license or dispose of, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received to bring any heretofore unresolved communication or notice of action for the infringement of, misappropriation of, conflict with or violation of, any Intellectual Property right of the Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets owned, used or held for use by the Company or any of its Subsidiaries and no such Trade Secrets have been disclosed other person than to employees, representatives and agents of the Company or entity. Neither Investview any of its Subsidiaries all of whom are bound by written confidentiality agreements; and (vii) neither the Company nor any of its subsidiaries Subsidiaries has received granted any communication exclusive licenses or notice (other rights, of any kind or nature, in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, to any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries orSubsidiaries to any third party and no third party has granted any licenses or other rights, of any kind or nature, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into or become a party to Subsidiaries for any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any material Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 4 contracts
Samples: Merger Agreement (Stifel Financial Corp), Merger Agreement (Kbw, Inc.), Merger Agreement (Stifel Financial Corp)
Intellectual Property. Investview Company acknowledges and its subsidiaries own or possess the right to use agrees that all patents, patent applicationsdiscoveries, inventions, licensesdesigns, know-how (including trade secrets and other unpatented and/or unpatentable proprietary improvements, formulas, formulations, ideas, devices, writings, publications, study protocols, study results, computer data or confidential information programs, or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration whether or not subject to patent or copyright laws, which Executive shall conceive solely or jointly with others, in the course or scope of any of his employment with the foregoing Company (collectively, collectively referred to herein as “Intellectual Property”) necessary ), shall be the sole and exclusive property of the Company without further compensation to conduct their business as presently conducted the Executive. Inventions, if any, patented or unpatented, which I made prior to the commencement of my employment with the Company are excluded from the scope of this Agreement. To preclude any possible uncertainty, I have set forth on Exhibit A Employee Proprietary Information and currently contemplated Inventions Agreement a summary list of Inventions that I have, alone or jointly with others, conceived, developed, or reduced to practice or caused to be conducted in the future andconceived, developed, or reduced to practice prior to the knowledge commencement of Investviewmy employment with the Company, neither Investview nor that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement. If disclosure of any such Inventions on Exhibit A would cause me to violate any prior confidentiality agreement, I understand that I am not to list such Inventions in Exhibit A of its subsidiariesthe Company’s Employee Proprietary Information and Inventions Agreement but am to inform the Company that not all such Inventions have been listed for that reason. Notwithstanding the foregoing, I hereby grant the Company a world-wide, unrestricted, perpetual, non-exclusive, royalty-free, and irrevocable right (including the right to sublicense) to practice any Inventions that I made prior to the commencement of my employment with the Company, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any Inventions are listed on Exhibit A of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Company’s Employee Proprietary Information and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectInventions Agreement.
Appears in 4 contracts
Samples: Director and Executive Employment Agreement (Superior Silver Mines Inc), Director and Executive Employment Agreement (Superior Silver Mines Inc), Executive Employment Agreement (Superior Silver Mines Inc)
Intellectual Property. Investview (a) The Transferred Entities either exclusively own free and its subsidiaries own clear of all Encumbrances, other than Permitted Encumbrances, or possess have the right pursuant to use written Contracts to use, all patentsmaterial Intellectual Property that is used in the conduct of the BGI Business or by a Transferred Entity.
(b) Section 4.11(b) of the Seller’s Disclosure Schedules includes a complete and accurate list of all United States, patent foreign and multinational: (i) Patents and Patent applications, inventions, licenses, know-how ; (including trade secrets ii) Trademarks and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, Trademark applications; (iii) Internet domain names, copyrights, names and other intellectual property, and (iv) Copyright registrations and applications for registration of any that are owned by one or more of the foregoing Transferred Entities.
(collectively, “Intellectual Property”c) necessary to conduct their business as presently conducted Section 4.11(c) of the Seller’s Disclosure Schedules includes a complete and currently contemplated to be conducted in accurate list of all material software programs that are owned by one or more of the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the Transferred Entities.
(d) The conduct of their respective businessesthe businesses of the Transferred Entities as conducted as of the date of this Agreement does not materially infringe, has infringed, misappropriated, conflicted with misappropriate or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of violate the Intellectual Property of any other person Person or entityconstitute unfair competition or trade practices under the Laws of any jurisdiction that would, individually or in the aggregate, reasonably be expected to be material to the BGI Business as a whole. Investview knows Neither Seller nor any of no infringementthe Transferred Entities has within the past two years received any written notice or written claim asserting any of the foregoing. To the Knowledge of Seller, misappropriation or violation by others none of the material Intellectual Property owned by any of the Transferred Entities is being infringed, misappropriated or licensed otherwise violated by any other Person. Neither Seller nor any of the Transferred Entities has entered into any Contract granting any other Person the right to Investview bring infringement actions with respect to, or its subsidiaries which would reasonably be expected otherwise to result in a Material Adverse Effect. Investview and its subsidiaries enforce rights with respect to, any of the material Intellectual Property owned by any of the Transferred Entities.
(e) The Transferred Entities have taken all commercially reasonable steps necessary to secure protect their interests rights in such the material Trade Secrets owned by any of them, excluding any information that any Transferred Entity, in the exercise of its business judgment, determined was of insufficient value to protect as a Trade Secret.
(f) Except as set forth on Section 4.11(f) of the Seller’s Disclosure Schedules, neither Seller nor any of the Transferred Entities has conveyed, pledged or otherwise transferred ownership of, or granted or agreed to grant any exclusive license of or right to use, or granted joint ownership of, any material Intellectual Property from their employees and contractors and owned by any of the Transferred Entities to protect the confidentiality of all of their confidential information and trade secretsany other Person. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All material Intellectual Property owned or exclusively licensed by Investview or its subsidiaries any of the Transferred Entities is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgmentproceeding or any outstanding decree, orderorder or judgment that restricts in any material respect the relevant Transferred Entity’s use, writtransfer or licensing of such material Intellectual Property.
(g) The Transferred Entities use commercially reasonable efforts to protect, injunction in all material respects, (i) personally identifiable information provided by the Transferred Entities’ customers and website users from unauthorized disclosure or decree use and (ii) the security of their information technology systems, and none of the Transferred Entities has, as of the date hereof, received, within the past 24 months, any written claim pending against them alleging any material breach, violation, misuse or unauthorized disclosure of any court of the foregoing. The Transferred Entities have not experienced, within the past 24 months, any data loss, breach of security, or other unauthorized access, in any such case, material to the BGI Business, taken as a whole, to its information technology systems or databases by any Person.
(h) From and after the Closing, the Transferred Entities will own or have the right to use pursuant to written Contracts, or as otherwise provided pursuant to this Agreement or any Governmental EntityAncillary Agreement, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any all Intellectual Property or which would reasonably be expected necessary to result conduct the BGI Business in a Material Adverse Effectall material respects as conducted on the date of this Agreement and immediately prior to the Closing.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Barclays Bank PLC /Eng/), Stock Purchase Agreement (BlackRock Inc.), Stock Purchase Agreement (BlackRock Inc.)
Intellectual Property. Investview (a) Schedule 4.17 identifies (i) all Intellectual Property used in connection with the business of the Company or any of its Subsidiaries, (ii) each license, agreement or other permission which the Company or any of its Subsidiaries has granted to any third party with respect to any Intellectual Property used in connection with its business, and (iii) excluding readily available “off the shelf,” “shrink wrapped” software, each item of Intellectual Property that any third party owns and that the Company or any of its subsidiaries own Subsidiaries uses in connection with its business pursuant to license, sublicense, agreement or possess permission (the items referred to in clauses (ii) and (iii) are collectively referred to as “Licensed Intellectual Property”).
(b) Except as set forth on Schedule 4.17(b):
(i) To the Knowledge of the Company, each of the Company and each of its Subsidiaries has not interfered with, infringed upon, misappropriated or otherwise come into conflict with any Intellectual Property rights of third parties or committed any acts of unfair competition, and neither the Company nor any of its Subsidiaries has received any charge, complaint, claim, demand or notice alleging any such interference, infringement, misappropriation, conflict or act of unfair competition;
(ii) each of the Company and each of its Subsidiaries owns, has the right to use all patentsuse, patent applicationssell, inventions, licenses, know-how (including trade secrets license and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrightsdispose of, and has the right to bring actions for the infringement of, and, where necessary, has made timely and proper application for, all Intellectual Property (other intellectual property, and registrations and applications than the Licensed Intellectual Property) necessary or required for registration of any the conduct of the foregoing (collectively, “Intellectual Property”) necessary to conduct their Company’s business as presently conducted and currently contemplated to be conducted in the future each of its Subsidiaries’ businesses and, to the Knowledge of the Company, such rights to use, sell, license, dispose of and bring actions are exclusive with respect to such Intellectual Property;
(iii) there are no royalties, honoraria, fees or other payments payable by the Company or any of its Subsidiaries to any Person by reason of the ownership, use, license, sale or disposition of the Intellectual Property;
(iv) no activity, service or procedure conducted by the Company or any of its Subsidiaries violates any agreement governing the use of any Company Intellectual Property;
(v) each of the Company and each of its Subsidiaries has taken reasonable and practicable steps (including entering into confidentiality and nondisclosure agreements with all of its officers, managers, directors, employees and consultants with access to or knowledge of Investviewthe Intellectual Property) designed to safeguard and maintain the secrecy and confidentiality of, and its proprietary rights in, all Intellectual Property;
(vi) neither Investview the Company nor any of its subsidiaries, whether through their respective products and services or Subsidiaries has sent to any third party in the conduct of their respective businesses, has infringed, misappropriated, conflicted with past three years or otherwise violatedcommunicated to another Person any charge, or is currently infringingcomplaint, misappropriatingclaim, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication demand or notice of asserting infringement of, or misappropriation of, or other conflict with or violation ofwith, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received Intellectual Property rights by such other Person or any communication or notice (in each case that has not been resolved) alleging that acts of unfair competition by conducting their business as described in such other Person, nor, to the SEC Reports or as otherwise currently conductedKnowledge of the Company, is any such parties would infringeinfringement, misappropriatemisappropriation, conflict withor act of unfair competition occurring or threatened; and
(vii) to the Knowledge of the Company, or violate, the consummation of the transactions contemplated hereby will not adversely impact any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result utilized in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None business of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectSubsidiaries.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (FVA Ventures, Inc.), Membership Interest Purchase Agreement (FVA Ventures, Inc.), Membership Interest Purchase Agreement (FVA Ventures, Inc.)
Intellectual Property. Investview and its subsidiaries own (a) Section 4.15(a) of the Company Disclosure Letter contains a detailed description of all Intellectual Property (a) owned by the Company or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing Subsidiaries (collectively, “the "Company Intellectual Property”") necessary to conduct their business as presently conducted and currently contemplated to be conducted in or (b) licensed, used or held for use by the future and, to the knowledge of Investview, neither Investview nor Company or any of its subsidiaries, whether through their respective products and services or the Subsidiaries in the conduct of their respective businessesbusinesses ("Licensed Intellectual Property"). The Company and the Subsidiaries have (i) all right, has infringedtitle and interest in and to all Company Intellectual Property, misappropriatedfree and clear of all Encumbrances, conflicted with or otherwise violatedother than Permitted Encumbrances and (ii) all necessary proprietary rights in and to all Intellectual Property, including Licensed Intellectual Property, used in, necessary for, or is currently infringingheld for use in, misappropriatingtheir businesses as now conducted and as proposed to be conducted, conflicting with free and clear of all Encumbrances, other than Permitted Encumbrances. Except as set forth in Section 4.15(a) of the Company Disclosure Letter, there are no outstanding contracts or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Orders relating to the Company Intellectual Property of any other person or entityProperty. Neither Investview the Company nor any of its subsidiaries has received the Subsidiaries (y) is bound by or a party to any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, contract of any of kind with respect to the Intellectual Property of any other person or entity. Investview knows of no infringementperson, misappropriation or violation by others of except with respect to a license contract regarding Licensed Intellectual Property owned or (z) has received any communication alleging that it has infringed or, by conducting its business as proposed, would infringe the Intellectual Property rights of any third person. Neither the execution and delivery of this Agreement nor the carrying on of the Company's and the Subsidiaries' businesses as currently conducted or licensed proposed to Investview be conducted will infringe the Intellectual Property rights of any person; alter, impair or its subsidiaries which would reasonably be expected to require the consent of any other person in respect of any Company Intellectual Property or Licensed Intellectual Property; or conflict with, or result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None breach of the Intellectual Property employed terms, conditions or provisions of, or constitute a default under, any contract by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview which the Company or any of its subsidiaries the Subsidiaries is bound or to which it is a party. To the Company's knowledge, there has been, and there is no unauthorized use, infringement or misappropriation of the Company Intellectual Property or Licensed Intellectual Property by any third party (including licensees, retailers, employees, former employees and contract workers). All of the rights within the Company Intellectual Property and Licensed Intellectual Property are valid, enforceable and subsisting, and there is no claim or demand of any person pertaining to, or any Action that is pending or, to the knowledge Company's knowledge, threatened, that challenges the rights of Investviewthe Company or its Subsidiaries in respect of any Company Intellectual Property or Licensed Intellectual Property or the validity, enforceability or effectiveness thereof. No person has any option with respect to Company Intellectual Property. The Company Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property necessary for the operation of the Company's and Subsidiaries' respective businesses as currently conducted or proposed to be conducted. Neither the Company nor any Subsidiary is in default (or would with the giving of notice or lapse of time be in default) under any material license to use any of the Licensed Intellectual Property.
(b) Except as set forth on Section 4.15(b) of the Company Disclosure Letter, neither the Company nor any Subsidiary is a party to any contracts with respect to the Company Intellectual Property. Section 4.15(b) of the Company Disclosure Letter sets forth, with respect to each such contract,
(i) description of the products for which such Company Intellectual Property may be used, (ii) the inception date and termination date, and (iii) territory and, except as set forth on Section 4.15(b) of the Company Disclosure Schedule, there are no contracts relating to options to extend licenses, royalty percentages, minimum requirements under licenses or the other matters described in this sentence. The royalty fee percentage specified in each license remains in effect, is being paid when due and has not been reduced, modified, waived or otherwise affected by any license "side letter," modification, amendment, waiver or suspension, in whole or in part. No right of rescission, counterclaim or defense has been asserted by a licensee with respect to a license. There are no contract limitations prohibiting the Company, any Subsidiary or any of their respective officersAffiliates from operating their respective businesses or granting any licenses in any geographic area or location, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted except as expressly set forth in the ordinary course of business)licenses. Investview and its subsidiaries There are not subject to no material disputes with any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectlicensees.
Appears in 4 contracts
Samples: Merger Agreement (Horowitz Seth), Merger Agreement (Everlast Worldwide Inc), Merger Agreement (Everlast Worldwide Inc)
Intellectual Property. Investview The Mykrolis Disclosure Schedule contains a complete and its subsidiaries own or possess the right to use correct list of all patents, patent applications, inventions, licenses, know-how (including trade secrets material patents and other unpatented and/or unpatentable proprietary or confidential information or procedures), registered trademarks, service marks, trade names, domain namesregistered service marks, and registered copyrights, and other intellectual property, and registrations and all material applications for registration of any of the foregoing (collectivelyowned by Mykrolis and its Subsidiaries as of the date of this Agreement. With such exceptions as, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted individually or in the future andaggregate, would not be reasonably likely to have a Material Adverse Effect on Mykrolis, to the knowledge of InvestviewMykrolis, Mykrolis or one of its Subsidiaries is the sole owner of or has the right to use without the payment of any fee or royalty to any other person (other than pursuant to Mykrolis Material Contracts or other agreements the non-disclosure of which therein does not constitute a misrepresentation under Section 4.01(i)) all Intellectual Property necessary to carry on their respective businesses substantially as currently conducted. As of the date of this Agreement, neither Investview Mykrolis nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries Subsidiaries has received any communication or written notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of material Intellectual Property owned by or exclusively licensed to Investview Mykrolis and/or its Subsidiaries has been declared unenforceable or its subsidiaries which would reasonably be expected to result in a Material Adverse Effectotherwise invalid by any court or governmental agency. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None As of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation date of any contractual obligation binding on Investview or any of its subsidiaries orthis Agreement, there is, to the knowledge of InvestviewMykrolis, no material existing infringement, misappropriation or other violation by others of any of their respective officers, directors or employees. All Intellectual Property owned by or exclusively licensed by Investview or to Mykrolis and/or its subsidiaries is free and clear Subsidiaries. From January 1, 2002 to the date of all liensthis Agreement, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in neither Mykrolis nor any of its Subsidiaries has received any written notice alleging that the ordinary course operation of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree the business of any court or any Governmental Entity, nor has Investview Mykrolis or any of its subsidiaries entered into Subsidiaries either infringes, misappropriates or become otherwise violates in any material respect the Intellectual Property rights of others. Neither Mykrolis nor any of its Subsidiaries is a party to any agreement made in settlement settlements, covenants not to sxx, consents, decrees, stipulations, judgments, or orders resulting from suits, actions or similar legal proceedings which (i) restrict the rights of Mykrolis or any pending or threatened litigation, which materially restricts or impairs their of its Subsidiaries to use of any Intellectual Property material to the business of Mykrolis or which would reasonably be expected any of its Subsidiaries as currently conducted, (ii) restrict in any material respect the conduct of business of Mykrolis or any of its Subsidiaries as currently conducted in order to result in a Material Adverse Effectaccommodate any third party’s Intellectual Property rights, or (iii) permit third parties to use any material Intellectual Property owned by or exclusively licensed to Mykrolis or any of its Subsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (Mykrolis Corp), Merger Agreement (Entegris Inc), Merger Agreement (Mykrolis Corp)
Intellectual Property. Investview Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, the Company or one of its subsidiaries own Subsidiaries owns or possess the right is licensed or otherwise possesses adequate rights to use (in the manner and to the extent it has used the same) all patents, patent applications, inventions, licenses, know-how trademarks (including trade secrets and other unpatented and/or unpatentable proprietary whether registered or confidential information or proceduresunregistered), trademarks, service marksservicemarks (whether registered or unregistered), trade names, domain names, copyrightscopyrights (whether registered or unregistered), patents, trade secrets and other intellectual property, and registrations and applications for registration property of any of the foregoing kind used in their respective businesses as currently conducted (collectively, the “Company Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted ). Except as, individually or in the future andaggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, (a) there are no pending or, to the knowledge Knowledge of Investviewthe Company, threatened claim by any Person alleging infringement, misappropriation or dilution by the Company or any of its Subsidiaries of the intellectual property rights of any Person; (b) the conduct of the businesses of the Company and its Subsidiaries has not infringed, misappropriated or diluted, and does not infringe, misappropriate or dilute, any intellectual property rights of any Person; (c) neither Investview the Company nor any of its subsidiaries, whether through their respective products and services or the conduct Subsidiaries has made any claim of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or other violation by others of its rights to or in connection with the Company Intellectual Property owned by Property; (d) no Person is infringing, misappropriating or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview diluting any Company Intellectual Property; (e) the Company and its subsidiaries Subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all their trade secrets and the security of their confidential information computer systems and trade secrets. None networks; and (f) the consummation of the Intellectual Property employed transactions contemplated by Investview this Agreement will not result in the loss of, or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation give rise to any right of any contractual obligation binding on Investview third party to terminate any of the Company’s or any Subsidiaries’ rights or obligations under, any Contract under which the Company or any of its subsidiaries orSubsidiaries grants to any Person, or any Person grants to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into Subsidiaries, a license or become a party right under or with respect to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Company Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 3 contracts
Samples: Merger Agreement (Paramount Gold Nevada Corp.), Merger Agreement (Paramount Gold & Silver Corp.), Merger Agreement (Coeur Mining, Inc.)
Intellectual Property. Investview and its subsidiaries own The Employee shall not, at any time, have or possess the right to use all patentsclaim any right, patent applicationstitle or interest in any trade name, inventionspatent, licensestrademark, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service markscopyright, trade namessecret, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing methodologies, technologies, procedures, concepts, ideas or other similar rights (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, belonging to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries oraffiliates and shall not have or claim any right, title or interest in or to any material or matter of any kind prepared for or used in connection with the knowledge business or promotion of Investview, the Company or any of their respective officersits affiliates, directors whether produced, prepared or employeespublished in whole or in part by the Employee or by the Company or any of its affiliates. All Intellectual Property owned that is conceived, devised, made, developed or exclusively licensed perfected by Investview the Employee, alone or its subsidiaries with others, during the Employee’s employment that is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted related in any way to the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company’s or any of its subsidiaries entered into affiliates’ business or is devised, made, developed or perfected utilizing equipment or facilities of the Company or its affiliates shall be works for hire and become the sole, absolute and exclusive property of the Company. If and to the extent that any of such Intellectual Property should be determined for any reason not to be a party work for hire, the Employee hereby assigns to the Company all of the Employee’s right, title and interest in and to such Intellectual Property. At the reasonable request and expense of the Company but without charge to the Company, whether during or at any agreement made time after the Employee’s employment with the Company, the Employee shall cooperate fully with the Company and its affiliates in settlement the securing of any pending trade name, patent, trademark, copyright or threatened litigationintellectual property protection or other similar rights in the United States and in foreign countries, including without limitation, the execution and delivery of assignments, patent applications and other documents or papers. In accordance with the Illinois Employee Patent Act, 765 ILCS 1060, the Employee is hereby notified by the Company, and understands, that the foregoing provisions do not apply to an invention for which materially restricts no equipment, supplies, facilities or impairs their use trade secret information of the Company or any Intellectual Property of its affiliates was used and which was developed entirely on the Employee’s own time, unless (i) the invention relates (A) to the business of the Company or which would reasonably be expected (B) to result in a Material Adverse Effectthe Company’s or any of its affiliate’s actual or demonstrably anticipated research and development, or (ii) the invention results from any work performed by the Employee for the Company.
Appears in 3 contracts
Samples: Noncompetition Agreement, Noncompetition Agreement (CDW Finance Corp), Noncompetition Agreement (CDW Finance Corp)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any a) Section 4.15(a) of the foregoing (collectivelyCompany Disclosure Letter contains a complete and accurate list of all Registered IP. All Company Owned IP is subsisting, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge Knowledge of Investviewthe Company, neither Investview nor valid and enforceable.
(b) The Acquired Companies exclusively own and possess all right, title and interest to and in the Company Owned IP and have sufficient rights pursuant to an enforceable written license to use all Company Licensed IP, in each case free and clear of any Liens (other than Permitted Liens). None of its subsidiariesthe Registered IP is subject to any pending challenge received by any Acquired Company in writing relating to the invalidity or unenforceability of such Registered IP (excluding ordinary course office actions at the U.S. Patent & Trademark Office or similar Governmental Authorities).
(c) All Persons (including current and former employees and independent contractors) who have developed, whether through their respective products created or contributed to Company Owned IP have assigned to the Acquired Companies in writing, pursuant to a valid and services or the conduct enforceable agreement, all of their respective businesses, rights therein that did not initially vest with the Acquired Companies by operation of law.
(d) No Acquired Company has infringed, misappropriated, conflicted with diluted or otherwise violated, or is currently infringing, misappropriating, conflicting with diluting, or otherwise violating, and none of Investview or its subsidiaries have received in any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation ofmaterial respect, any Intellectual Property Right of any other person Person and no Proceeding is pending or entityhas been threatened in writing or, to the Knowledge of the Company otherwise threatened, against any Acquired Company alleging any infringement or misappropriation by such Acquired Company of any Intellectual Property Rights of another Person. Neither Investview nor any To the Knowledge of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedCompany, such parties would infringeno Person is infringing, misappropriatemisappropriating, conflict withdiluting, or violateotherwise violating, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Company Owned IP.
(e) The Acquired Companies take and its subsidiaries have taken all reasonable steps measures necessary to secure their interests in such Intellectual Property from their employees protect, safeguard and contractors and to protect maintain the confidentiality of all of the Company Owned IP and their rights therein, including the secrecy, confidentiality and value of trade secrets and other confidential information of the Acquired Companies, and trade secretsnone of the Acquired Companies have disclosed any material confidential Company Owned IP to any Third Party other than pursuant to a written confidentiality agreement pursuant to which such Third Party agrees to protect such confidential information.
(f) The Acquired Companies own, lease, license, or otherwise have the legal right to use all Company IT Assets, and such Company IT Assets are adequate and sufficient for the business of the Acquired Companies as it is currently operated and proposed to be operated. The Acquired Companies have implemented and maintain commercially reasonable security, disaster recovery and business continuity plans and procedures. In the last twelve (12) months, there has not been any material failure with respect to any of the Company IT Assets that has not been remedied or replaced in all respects.
(g) The Acquired Companies take commercially reasonable steps to prevent the introduction of bugs, disabling codes, spyware, Trojan horses, worms and other malicious code into the Company IT Assets. Since the Look-Back Date, there have not been any material unauthorized intrusions or breaches of security with respect to the Company IT Assets.
(h) None of the Intellectual Property employed Acquired Companies use or have used any Open Source Software in a manner that requires any of the Acquired Companies to publicly disclose or distribute the source code to any Software that constitutes Company Owned IP.
(i) The Acquired Companies are in compliance with all obligations under any agreement pursuant to which any of the Acquired Companies have obtained the right to use any third party Software, including Open Source Software.
(j) Except as set forth on Section 4.15(j) of the Company Disclosure Letter, none of the Acquired Companies is party to or bound by Investview or its subsidiaries has been obtained any:
(i) agreement under which it is a licensee of or is being used otherwise granted by Investview a Third Party any rights under any Company Licensed IP (other than licenses of commercially available Software and Open Source Software);
(ii) agreement under which it is a licensor of or its subsidiaries in violation of otherwise grants to a Third Party any contractual obligation binding on Investview or rights under any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions material Company Owned IP (other than non-exclusive licenses granted in the ordinary course Ordinary Course of businessBusiness). Investview and its subsidiaries are not subject ; or
(iii) agreement pursuant to which any of the Acquired Companies obtain Personal Information from any Third Party (other than agreements pursuant to which any of the Acquired Companies acts solely as a service provider to such Third Party) or provides Personal Information to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become Third Party (other than agreements pursuant to which such Third Party acts solely as a party Company Service Provider to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any such Acquired Company);
(i) to (iii) each an “Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectAgreement,” and, collectively, the “Intellectual Property Agreements.”
Appears in 3 contracts
Samples: Merger Agreement (Sculptor Capital Management, Inc.), Merger Agreement (Rithm Capital Corp.), Merger Agreement (Sculptor Capital Management, Inc.)
Intellectual Property. Investview 7.1 The Company and its subsidiaries own are entitled to carry on its present business in the manner in which it is presently carried on and such business does not and is not likely to infringe or possess the conflict with any right to use all (and in particular any industrial or intellectual property right) of any other person.
7.2 All trademarks, patents, patent applicationsdesigns, inventionsbusiness names, licensestrade names, copyright, know-how (including trade secrets and other unpatented and/or unpatentable proprietary similar industrial, commercial or confidential information intellectual rights used by the Company and its subsidiaries in connection with its business have been disclosed in the Disclosure Letter and are in the sole beneficial ownership of the Company and its subsidiaries and to the extent to which the same are capable of registration are registered in the name of the Company and its subsidiaries as sole proprietor and are valid and enforceable and none of them is being used, claimed, opposed or procedures)attacked by any other person nor has anything been done or omitted whereby they or any of them might cease to be valid and enforceable or used, trademarksclaimed, service marks, trade names, domain names, copyrights, opposed or attacked as aforesaid.
7.3 No licence or other authority has been granted or agreed to be granted by the Company and other intellectual property, and registrations and applications for registration of its subsidiaries to any person to use in any manner or to do anything which would or might otherwise infringe any of the foregoing rights referred to (collectively, “Intellectual Property”specifically or in general terms) necessary to conduct their business as presently conducted in clause 7.2 and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Company and its subsidiaries have taken all reasonable steps necessary not permitted to secure their interests in such Intellectual Property from their employees and contractors and be disclosed or agreed to protect disclose to any person other the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or Purchaser any of its subsidiaries orknow-how, to the knowledge trade secrets, confidential information, technical processes or lists of Investview, customers or suppliers.
7.4 All licences and authorities from any other person under which any of their respective officers, directors the rights referred to (specifically or employees. All in general terms) in clause 7.2 are used by the Company and its subsidiaries and are in full force and effect and the Vendors are not aware of any breach by the Company and its subsidiaries of the terms and conditions of any such licence or authority or of any circumstances whereby the same may be prematurely terminated or rescinded.
7.5 There is no infringement of any Intellectual Property owned or exclusively licensed by Investview or Rights in the operation of any business of the Company and its subsidiaries is free and clear all products and properties of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any third party's Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperties Rights.
Appears in 3 contracts
Samples: Agreement for Sale and Purchase of Shares (Hartcourt Companies Inc), Agreement for Sale and Purchase of Shares (Hartcourt Companies Inc), Agreement for Sale and Purchase of Shares (Hartcourt Companies Inc)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”a) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of All Intellectual Property owned by the Brand Companies that is the subject of a patent or licensed to Investview registration for protection under Applicable Law, or its subsidiaries which would reasonably be expected to result a pending application for such a patent or registration, is set forth in a Material Adverse EffectSection 5.10(a) of the Disclosure Schedule (“Registered Company Intellectual Property”). Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect To the confidentiality extent indicated as “Registered” on Section 5.10(a) of all of their confidential information and trade secrets. None of the Disclosure Schedule, the Intellectual Property employed by Investview or its subsidiaries contained therein has been obtained duly registered in, filed in or issued by the United States Patent and Trademark Office, the United States Copyright Office, a duly accredited and appropriate domain name registrar, or the appropriate Governmental Entity of other jurisdictions (foreign and domestic). To the extent indicated as “Registered” on Section 5.10(a) of the Disclosure Schedule, all Registered Company Intellectual Property is being used valid, subsisting and enforceable. There are no actions that must be taken or payments that must be made by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or the Brand Companies within ninety (90) days following the date hereof that, if not taken, will materially and adversely affect any of its subsidiaries orthe Registered Company Intellectual Property.
(b) The Brand Companies own, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions Liens (other than (i) the Permitted Liens, and (ii) non-exclusive licenses granted in the ordinary course of businessbusiness consistent with past practice), all Material Registered Company Intellectual Property.
(c) The Brand Companies own, free and clear of all Liens, all Registered Company Intellectual Property. Investview No Related Party or Affiliate of the Company which is not also a Brand Company (i) owns any Company Intellectual Property, or (ii) has any right to use any Company Intellectual Property; provided that, the foregoing subsection (ii) shall not apply to the rights to use any Company Intellectual Property that are granted to Gaia, Inc. pursuant to the Gaia Agreements.
(d) No Company Intellectual Property has been found to be invalid or unenforceable under Applicable Law. Neither the Company Intellectual Property (including any use thereof) nor the conduct of the Brand Business (including any of its products and its subsidiaries are services) infringes upon or misappropriates the valid Intellectual Property of any Person. The Company Intellectual Property is not subject to any judgmentpending Proceeding by any Person which Proceeding is currently ongoing, orderand no Proceeding has been threatened in writing in the last three (3) years. No Person is infringing or misappropriating any Company Intellectual Property in any material respect. Without limiting the foregoing, writas of the date hereof, injunction neither Seller nor any Brand Companies has received in the past three years any notice or decree claim (including threats or offers to license and cease and desist communications) from any Person challenging the right of any court or any Governmental Entityof the Brand Companies, nor has Investview or any of its subsidiaries entered into their respective manufacturers, contractors or become licensees to use any of the Company Intellectual Property.
(e) Section 5.10(e) of the Disclosure Schedule sets forth an accurate and complete list of all Contracts under which any Brand Company has (i) acquired or obtained, or has been licensed or otherwise granted, any license, permission or other right to utilize any Intellectual Property that is owned by a Person other than Seller or the Brand Companies pursuant to which any Brand Company paid, or is obligated to pay, in excess of $100,000 annually (collectively, the “License Agreements”); or (ii) licensed or otherwise granted any Person any license, permission or other right to utilize any Material Registered Company Intellectual Property other than non-exclusive licenses granted to customers and digital partners in the ordinary course of business consistent with past practice. Each Contract set forth on Section 5.10(e) of the Disclosure Schedule is binding against the applicable Brand Company and, to the Knowledge of Seller, against the other party thereto.
(f) The Brand Companies own or possess a license to use all Intellectual Property that is necessary and sufficient for the operation of the Brand Business as currently conducted and will continue to do so immediately following the Closing.
(g) With respect to any and all services rendered by (i) the employees of Seller or any of the Brand Companies within the scope of their employment or (ii) all independent contractors engaged by Seller or any of the Brand Companies prior to the date hereof within the scope of their engagement, Seller and the Brand Companies are the sole and exclusive owners of all of the results and proceeds of such services (including all developments, contributions and creations relating to Company Intellectual Property, and any materials embodying, disclosing or constituting the same), by operation of law or by valid assignment; and insofar as those employees and independent contractors are concerned, Seller and the Brand Companies have complete, unencumbered and unrestricted ownership of and rights to use and exploit all such results and proceeds, throughout the world and in perpetuity.
(h) To the extent that any of the Brand Companies has sold, transferred, leased, licensed or otherwise disposed of any Company Intellectual Property to Gaia, Inc. pursuant to the Affiliate Agreements or the Gaia Agreements, except as set forth in the Gaia Agreements, such Company Intellectual Property (i) is not used, directly or indirectly, by any of the Brand Companies, or (ii) has been licensed back for use by the applicable Brand Companies consistent with their use prior to such sale, transfer, lease, license or other disposition.
(i) Gaiam Americas has all necessary rights to (i) assign the rights provided for in the SVOD Rights Assignment Agreement and (ii) grant the sublicenses provided for in the SVOD Rights Sub-License Agreement, respectively, and doing so will not breach any agreement between Gaiam Americas and any other Person.
(j) Except as set forth in Section 5.10(j) of the Disclosure Schedule, none of the Brand Companies are a party to any agreement made in settlement Contract pursuant to which a Brand Company has (i) the right to use or exploit (A) the services, name and/or likeness of any pending individual (including, without limitation, audio and/or audiovisual recordings embodying the performances of any yoga and/or fitness talent) or threatened litigation(B) Intellectual Property owned by a Person other than Seller or the Brand Companies and (ii) an obligation to pay advances, minimum guarantees or any other payment which is not contingent on sales, but in each case, excluding (y) royalty payment obligations, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectare contingent on sales, and (z) the Gaia Agreements.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Gaiam, Inc), Membership Interest Purchase Agreement (Sequential Brands Group, Inc.)
Intellectual Property. Investview (a) Except as set forth on Section 4.09(a) of the Disclosure Schedules:
(i) To the Knowledge of Seller, the Transferred IP Rights are enforceable, valid and its subsidiaries own subsisting and there is no objection or possess claim being asserted or threatened in writing by any Person challenging the right scope, ownership, inventorship, validity or enforceability of any Transferred IP Rights; provided that the foregoing “Knowledge of Seller” qualifier shall not apply with respect to use all patentsthe Transferred Trademark Rights;
(ii) on the Effective Date, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary one or confidential information more of Seller or procedures), trademarks, service marks, trade names, domain names, copyrightsthe Divesting Entities is, and other intellectual propertyat the Closing, Seller or one or more of Seller or the Divesting Entities will be, (A) the sole and exclusive beneficial and, with respect to applications and registrations, record owner of, and registrations hold good, saleable and applications for registration of any sole title to the Transferred IP Rights other than the Transferred IP Rights that are licensed to Seller or one or more of the foregoing (collectivelyDivesting Entities, “Intellectual Property”) necessary in which case, Seller or one or more of the Divesting Entities is the holder of an assignable valid right or license to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violatingsuch licensed Transferred IP Rights, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolvedB) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any beneficial owner of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions Licensed Seller Know-How (other than Licensed Seller Know-How that are licensed or granted to Seller under the License);
(iii) other than pursuant to the Commercialization Agreement, no license of any kind relating to any Transferred IP Right has been granted by Seller or any Divesting Entity to any third parties (except for immaterial, non-exclusive licenses granted to use Transferred IP Rights to customers and suppliers in the ordinary course of business). Investview ;
(iv) the Transferred IP Rights are, to the Knowledge of Seller, free and its subsidiaries are not subject to any judgment, order, writ, injunction or decree clear of any court Liens, other than Permitted Liens or any Governmental Entitypursuant to the License, nor has Investview except as would not, individually or in the aggregate, reasonably be expected to be materially adverse to the Purchased Assets or the conduct of the Business; provided that the foregoing “Knowledge of Seller” qualifier shall not apply with respect to the Transferred Trademark Rights;
(v) there are no Legal Proceedings or other claims pending or threatened by Seller or any of its subsidiaries entered into Affiliates against any Person, and none of Seller or become a party to any agreement made in settlement of its Affiliates has provided notice of any pending or threatened litigation, which materially restricts or impairs their use Person’s Infringement of any Intellectual Property Transferred IP Right or which Licensed Seller Know-How, in each case, except as would not, individually or in the aggregate, reasonably be expected to result be materially adverse to the Purchased Assets or the operation of the Business;
(vi) there are no Legal Proceedings or other claims pending, or to the Knowledge of Seller, threatened against Seller or any of its Affiliates by any Person, and none of Seller or, to the Knowledge of Seller, any of its Affiliates received written notice (including in the form of offers, invitations to obtain a license or cease-and-desist letters) from any Person that the conduct of the Business (including the use of Licensed Seller Know-How), including the marketing and sale of the Products in the United States, constitutes Infringement of any IP Right of such Person, in each case, except as would not, individually or in the aggregate, reasonably expected to be materially adverse to the Purchased Assets or to the operation of the Business;
(b) Except as set forth on Section 4.09(b) of the Disclosure Schedules, the Transferred IP Rights constitute all of the IP Rights owned or licensed to or by Seller and its Affiliates at the Closing relating to the Products, except in respect of the manufacture and packaging of the Products. To the Knowledge of Seller, all assignments, declarations and powers of attorney (collectively, “Formalities”) with respect to the Transferred IP Rights have been properly obtained and recorded.
(c) The License is valid and binding on Seller or the Divesting Entity that is a party thereto and, to the Knowledge of Seller, Grünenthal, and is in full force and effect, subject to bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a Material Adverse Effectproceeding in equity or law), and neither Seller nor any of the Divesting Entities nor, to the Knowledge of Seller, Grünenthal is in material breach thereof or in material default thereunder, and no event has occurred that, with the giving of notice or lapse of time or both, would constitute a material breach thereof or material default thereunder.
(d) Seller, and each Divesting Entity, has taken and currently takes commercially reasonable measures to protect the confidentiality of confidential information material to the conduct of the Business and owned, used or held for use in the conduct of the Business by Seller or any Divesting Entity, and to the Knowledge of Seller, there has not been any disclosure of any material trade secret or confidential information owned, used or held for use in the conduct of the Business to any Person in a manner that has resulted in the loss of such trade secret or other rights in and to such information.
(e) To the Knowledge of Seller, the development, sale, distribution or other commercial exploitation (as currently marketed by Purchaser) of Products as of the date hereof do not infringe upon or misappropriate and have not infringed upon or misappropriated, any United States IP Rights of any Person; provided that the foregoing “Knowledge of Seller” qualifier shall not require due inquiry.
(f) Section 4.09(f) of the Disclosure Schedules lists all of the U.S. Patents licensed from Grünenthal under the terms of the License that relate to the Products.
(g) Other than pursuant to the Commercialization Agreement, or pursuant to the Transferred Contracts, Seller has not licensed or sublicensed IP Rights licensed to Seller under the License to any third party other than for immaterial, non-exclusive licenses incidental to development, manufacturing, sale, marketing or distribution of the Product.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Assertio Therapeutics, Inc), Asset Purchase Agreement (Collegium Pharmaceutical, Inc), Asset Purchase Agreement (Assertio Therapeutics, Inc)
Intellectual Property. Investview (a) Section 3.16(a) of the Company Disclosure Letter sets forth an accurate and its subsidiaries own or possess the right to use complete list of all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and material registrations and applications for registration included in the Owned Intellectual Property Rights and Licensed Intellectual Property Rights specifying as to each such item, as applicable (i) the owner (or the co-owners) thereof, (ii) the jurisdiction in which such item is issued or registered or in which any application for issuance or registration has been filed, (iii) the respective issuance, registration, or application number of such item, (iv) the date of application and issuance or registration of such item and (v) in the case of each of such item that is a Licensed Intellectual Property Right, the applicable Contract pursuant to which the Company or any of the foregoing Company Subsidiaries receives its rights to such Licensed Intellectual Property Right.
(collectivelyb) The Company and the Company Subsidiaries are the sole and exclusive owners of all Owned Intellectual Property Rights and hold all right, “title and interest in and to all Owned Intellectual Property”Property Rights, free and clear of any Lien. The Company and the Company Subsidiaries hold all right, title and interest in and to all Licensed Intellectual Property Rights free and clear of any Lien other than restrictions in the licenses granted pursuant to the Contracts set forth on Section 3.20(a)(vii)(A) of the Company Disclosure Letter. The Licensed Intellectual Property Rights and the Owned Intellectual Property Rights together constitute all of the Intellectual Property Rights necessary to to, or used or held for use in, the conduct their of the business of the Company and the Company Subsidiaries as presently currently conducted and currently contemplated as proposed by the Company or any of the Company Subsidiaries to be conducted in the future andCompany SEC Documents, except as would not reasonably be expected to have, individually or in the knowledge aggregate, a Company Material Adverse Effect. There exist no material restrictions on the disclosure, use, license or transfer of Investviewthe Owned Intellectual Property Rights. The consummation of the Transactions will not (i) materially alter, neither Investview nor encumber, impair or extinguish any Owned Intellectual Property Right or Licensed Intellectual Property Right, (ii) materially impair the right of its subsidiariesParent to develop, whether through their respective products and services use, sell, license or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violateddispose of, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received to bring any heretofore unresolved communication or notice of action for the infringement of, misappropriation of, conflict with or violation of, any Owned Intellectual Property Right or Licensed Intellectual Property Right or (iii) through the operation of any other person agreements to which the Company or entity. Neither Investview nor any of its subsidiaries has received any communication the Company Subsidiaries is a party or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedbound, such parties would infringe, misappropriate, conflict with, or violate, materially encumber any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property Rights owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result Parent. To the Company’s knowledge, each of the Patents included in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such the Owned Intellectual Property from their employees Rights or Licensed Intellectual Property Rights properly identifies by name each and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None every inventor of the Intellectual Property employed by Investview claims thereof as determined in accordance with the applicable Laws of the jurisdiction in which such Patent is issued or its subsidiaries has been obtained or the relevant patent application is being used by Investview or its subsidiaries in violation pending.
(c) To the Company’s knowledge, (x) none of any contractual obligation binding on Investview the Company or any of its subsidiaries the Company Subsidiaries has infringed, contributed to the infringement of, misappropriated or otherwise violated any Intellectual Property Right of any Person in any material respect and (y) the conduct of the business of the Company and the Company Subsidiaries as it is currently being conducted and as it currently is contemplated to be conducted, including the research, development, manufacture, marketing, use, importation, offer for sale and sale of the Company Products, would not infringe, contribute to the infringement of, misappropriate or otherwise violate any Intellectual Property Right of any Person in any material respect. There is no claim, action, suit, investigation or proceeding pending against, or, to the knowledge of Investviewthe Company, any of their respective officersthreatened against or affecting, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into the Company Subsidiaries (i) based upon, or become a party challenging or seeking to deny or restrict, any agreement made right of the Company or any of the Company Subsidiaries in settlement any of the Owned Intellectual Property Rights and Licensed Intellectual Property Rights, (ii) alleging that any pending of the issued Patents, registered Trademarks or threatened litigationregistered Copyrights included in the Owned Intellectual Property Rights or, which materially restricts to the Company’s knowledge, Licensed Intellectual Property Rights is invalid, unenforceable, or impairs their unpatentable, (iii) alleging that the use of any of the Owned Intellectual Property Rights or, to the Company’s knowledge, Licensed Intellectual Property Rights or any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Company or any of the Company Subsidiaries do or may conflict with, misappropriate, infringe, contribute to the infringement of, or otherwise violate any Intellectual Property Right of any Person or (iv) alleging that the Company or any of the Company Subsidiaries have infringed, misappropriated or otherwise violated any Intellectual Property Right of any Person. Neither the Company nor any of the Company Subsidiaries has received from any Person any offer to license any Intellectual Property Rights of such Person in connection with any actual or threatened claim of infringement, misappropriation or other violation of any such Intellectual Property Rights.
(d) None of the issued Patents, registered Trademarks or registered Copyrights included in the Owned Intellectual Property Rights and Licensed Intellectual Property Rights has been adjudged invalid, unenforceable, or unpatentable in whole or part, and none of the pending Patent applications included in the Owned Intellectual Property Rights or, to the Company’s knowledge, the Licensed Intellectual Property Rights, have been the subject of a final and unappealable finding of unpatentability. All issued Patents, registered Trademarks and registered Copyrights included in the Owned Intellectual Property Rights or Licensed Intellectual Property Rights are, to the knowledge of the Company, valid, enforceable, in full force and effect and subsisting in all material respects.
(e) To the knowledge of the Company, no Person has infringed, misappropriated or otherwise violated any Owned Intellectual Property Right or Licensed Intellectual Property Right in any material respect.
(f) The Company and the Company Subsidiaries have taken reasonable steps in accordance with normal industry practice to (i) record, protect and maintain their rights, title and interests in and to all material Intellectual Property Rights of the Company or any of the Company Subsidiaries, (ii) maintain the confidentiality of all Intellectual Property Rights of the Company or any of the Company Subsidiaries, the value of which would reasonably to the Company or any of the Company Subsidiaries is contingent upon maintaining the confidentiality thereof.
(g) To the extent that any Intellectual Property Right has been developed or created by a third party (including any current or former employee of the Company or any of the Company Subsidiaries) for the Company or any of the Company Subsidiaries, the Company or one of the Company Subsidiaries, as the case may be, has a written agreement with such third party with respect thereto, and the Company or one of the Company Subsidiaries thereby either (i) has obtained ownership of and is the exclusive owner of or (ii) has obtained a valid and unrestricted right to exploit, sufficient for the conduct of its business as currently conducted or proposed to be expected to result conducted in the Company SEC Documents, such Intellectual Property Right.
(h) The Company IT Assets operate and perform in a Material Adverse Effectmanner that permits the Company and the Company Subsidiaries to conduct their respective businesses as currently conducted in all material respects and to the knowledge of the Company, no Person has gained unauthorized access to the Company IT Assets. The Company and each of the Company Subsidiaries take commercially reasonable actions, consistent with current industry standards, to protect the confidentiality, integrity and security of the material Company IT Assets (and all information and transactions stored or contained therein or transmitted thereby) against any unauthorized use, access, interruption, modification or corruption, including but not limited to the implementation of commercially reasonable (i) data backup, (ii) disaster avoidance and recovery procedures and (iii) business continuity procedures, in each case consistent with industry practices.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Allergan PLC), Merger Agreement (Allergan PLC), Merger Agreement (Kythera Biopharmaceuticals Inc)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business Except as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described disclosed in the SEC Reports or as otherwise currently conductedReports, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or Subsidiaries exclusively licensed by Investview or its subsidiaries is own (free and clear of all liens, encumbrances, defects encumbrances and defects) or possess a valid license or other restrictions lawful right to use all Intellectual Property Rights necessary, used or held for use to conduct its business as presently conducted and as presently proposed to be conducted. Each item of such Intellectual Property Rights is valid and enforceable. Each of the licenses (in-bound or out-bound) of Intellectual Property Rights or other than non-exclusive licenses granted contracts (including settlement agreements) is valid and enforceable, and none of the Company or its Subsidiaries and, to the knowledge of the Company and its Subsidiaries, none of the counterparties to any such contract, is in default or breach thereunder or thereof. The conduct of the business of the Company and its Subsidiaries does not infringe, misappropriate or otherwise violate or conflict with the Intellectual Property Rights of others. To the knowledge of the Company and its Subsidiaries, no third party is infringing, misappropriating or otherwise conflicting with its Intellectual Property Rights. Except as disclosed in the ordinary SEC Reports, none of the Company or its Subsidiaries are aware of any facts or circumstances which might give rise to any of the foregoing infringements, misappropriations or other conflicts, or claims, actions or proceedings. Each of the Company and its Subsidiaries has taken reasonable measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights, as applicable, and, to its knowledge, no unauthorized disclosure of any information comprising any Intellectual Property Rights has occurred. All present and former employees, consultants and independent contractors of each of the Company and its Subsidiaries that have been involved in the development of any Intellectual Property Rights used in the business of the Company and its Subsidiaries have entered into written agreements under which such Persons (A) agree to protect the trade secrets, know-how and other confidential information of the Company and its Subsidiaries, as applicable, and (B) assign to one of the Company or its Subsidiaries, as applicable, all right, title and interest in and to all Intellectual Property Rights created by such Person in the course of business). Investview and his, her or its subsidiaries are not subject to any judgment, order, writ, injunction employment or decree of any court or any Governmental Entity, nor has Investview other engagement by the Company or any of its subsidiaries entered into or become a party to any agreement made in settlement Subsidiaries. For purposes of any pending or threatened litigationthis Agreement, which materially restricts or impairs their use of any “Intellectual Property or which would reasonably be expected Rights” means all intellectual property and proprietary rights, including all (i) trademarks, trade names, service marks, service names, domain names, and other designation of origin, together with all goodwill associated therewith, (ii) original works of authorship and copyrights, (iii) patents and patent applications, together with all divisionals, continuations, continuations-in-part, reissues and reexaminations thereof, including all rights to result in a Material Adverse Effectfile applications for patent, (iv) trade secrets, know-how and other confidential information, (v) software, including data, databases and documentation therefor, and (vi) inventions, licenses, approvals and governmental authorizations.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Foxo Technologies Inc.), Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Volcon, Inc.)
Intellectual Property. Investview (i) To its knowledge, all of its and its subsidiaries own or possess Subsidiaries’ Party Intellectual Property necessary for the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration operation of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business respective businesses as presently conducted is valid, subsisting and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any enforceable. Its and each of its subsidiariesSubsidiaries (A) solely owns, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrancesall right, defects title and interest in and to their respective Party Intellectual Property necessary for the operation of their respective businesses as presently conducted, and (B) owns or other restrictions licenses all of the Intellectual Property necessary for the operation of their respective businesses as presently conducted. To its knowledge, upon the consummation of the transactions contemplated by this Agreement, all of its and its Subsidiaries’ Intellectual Property rights necessary for the operation of their respective businesses as presently conducted shall survive and be available for use in the same manner and on substantially the same terms as of immediately prior to the date hereof.
(other than ii) To its knowledge, the operation of its and its Subsidiaries’ respective businesses as presently conducted does not infringe, dilute, misappropriate or otherwise violate the Intellectual Property rights of any third person. To its knowledge, no third person is infringing, diluting, misappropriating or otherwise violating its or its Subsidiaries’ Intellectual Property rights.
(iii) It and its Subsidiaries have taken reasonable measures to protect (A) their rights in their respective Party Intellectual Property and (B) the confidentiality of all Trade Secrets that are owned, used or held by it or its Subsidiaries, and to its knowledge, such Trade Secrets have not been used, disclosed to or discovered by any person except pursuant to appropriate non-exclusive licenses granted disclosure or license agreements which have not been breached.
(iv) It and each of its Subsidiaries has complied with applicable Law, as well as its own rules, policies, and procedures, relating to privacy, data protection, and the collection, retention, protection, and use of personal information collected, used, or held for use by it and its Subsidiaries. No claims have been asserted or threatened against it or its Subsidiaries alleging a violation of any Person’s privacy or personal information or data rights. To its knowledge, there have been no security breaches in the ordinary course information technology systems of business). Investview it and its subsidiaries are not subject to any judgment, order, writ, injunction Subsidiaries or decree the information technology systems of any court third person to the extent used by or any Governmental Entity, nor has Investview or any on behalf of it and its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectSubsidiaries.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Caesars Acquisition Co), Agreement and Plan of Merger (CAESARS ENTERTAINMENT Corp), Merger Agreement (CAESARS ENTERTAINMENT Corp)
Intellectual Property. Investview Each Buyer Entity owns or has a valid and binding license to use all of the Intellectual Property used by such Buyer Entity in the course of its subsidiaries own business. Each Buyer Entity is the owner of or possess has a valid and binding license to any Intellectual Property sold or licensed to a third party by such Buyer Entity in connection with such Buyer Entity's business operations, and such Buyer Entity has the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary convey by sale or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of license any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted Property so conveyed. No Buyer Entity is in the future and, to the knowledge of Investview, neither Investview nor Default under any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violatedIntellectual Property licenses. No proceedings have been instituted, or are pending or to the Knowledge of Buyer threatened, which challenge the rights of any Buyer Entity with respect to Intellectual Property used, sold or licensed by such Buyer Entity in the course of its business, nor to the Knowledge of Buyer has any person claimed or alleged any rights to such Intellectual Property, except for any failure to own or license, Default or proceeding which is currently infringing, misappropriating, conflicting with or otherwise violatingnot reasonably likely to have a Buyer Material Adverse Effect. All Intellectual Property owned by a Buyer Entity is owned free and clear of any Liens, and none of Investview such Intellectual Property is subject to any outstanding Order or its subsidiaries Contract restricting the scope of the use thereof, and there are no claims or demands of any other Person pertaining to the Intellectual Property owned or used by any Buyer Entity or any license with respect thereto, and no actions or proceedings, judicial or administrative or otherwise, have received been instituted, are pending or to the Knowledge of Buyer are threatened which challenge or affect the rights of any heretofore unresolved communication Buyer Entity in respect thereof, except for any Liens, Orders, Contracts, claims, demands, actions or notice proceedings which are not reasonably likely to have a Buyer Material Adverse Effect. To the Knowledge of infringement of, misappropriation of, conflict with or violation of, Buyer the conduct of the business of the Buyer Entities does not infringe any Intellectual Property of any other person or entityperson. Neither Investview nor any of its subsidiaries has received any communication or notice (Except as disclosed in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any Section 6.10 of the Intellectual Property of Buyer Disclosure Memorandum, no Buyer Entity is obligated to pay any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed recurring royalties to Investview or its subsidiaries which would reasonably be expected any Person with respect to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in any such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 3 contracts
Samples: Merger Agreement (Graham Field Health Products Inc), Merger Agreement (Graham Field Health Products Inc), Merger Agreement (Fuqua Enterprises Inc)
Intellectual Property. Investview (a) Schedule 3.11(a) sets forth an accurate and its subsidiaries own or possess complete list, as of the date hereof, of all Transferor IP and IT Assets. The Transferors are the exclusive owners of the entire and unencumbered right, title and interest in and to, all Transferor IP and IT Assets purported to be owned by the Transferors, and the Transferors have a valid right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets Transferor IP and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted IT Assets in the ordinary course of business)the Business as currently conducted or as contemplated to be conducted free and clear of any and all Liens. Investview The consummation of the transactions contemplated under the Transaction Documents will not alter, impair, or extinguish any Transferor IP.
(b) The Transferors have taken all commercially reasonable actions to maintain and protect their rights in the Transferor IP including, without limitation, by maintaining the confidentiality of its subsidiaries related Trade Secrets. All Persons (including, without limitation present and former employees and independent contractors of the Transferors) who have developed any Transferor IP have executed and delivered to the Transferors a valid and enforceable agreement providing for an assignment to the Transferors with respect to such Person’s rights in any Transferor IP. All Persons who have worked for the Transferors, whether as employees or independent contractors, in developing the Business or who had access to Transferor IP, also have executed and delivered to the Transferors a valid and enforceable agreement providing for the nondisclosure by such Person of any confidential information of the Transferors. All of such agreements are listed in Schedule 3.11(b) and copies thereof have been delivered to the Acquiring Parties. All such agreements are and will continue to be in effect after the Closing and, to the Knowledge of the Transferors, there have been no breaches of such agreements or of any of any Transferors’ security measures or unauthorized access to the Transferor IP. At no time during the conception or reduction to practice of any Transferor IP was any developer, inventor or other contributor to such Transferor IP operating directly or indirectly under any grants from any Governmental Authority or subject to any employment agreement, invention assignment, nondisclosure agreement or other Contract with any third Person that could adversely affect the rights of the Transferors, and upon the Closing, the Acquiror to such Transferor IP.
(c) To the Knowledge of the Transferors, all of the Transferor IP is valid, enforceable and subsisting. The Transferors have not received any notice or claim challenging or questioning the ownership, validity or enforceability of any Transferor IP. The Transferor IP is not subject to any judgmentoutstanding decree, order, writinjunction, injunction judgment or decree ruling restricting the use of such Transferor IP or that would impair the validity or enforceability of such Transferor IP. The Transferors have timely paid all filing, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required with respect to any of the registered and applied for Intellectual Property listed on Schedule 3.11(a) (the “Transferor Registered IP”), and all documents, assignments, recordations and certificates necessary to be filed by the Transferors to demonstrate its ownership of the Transferor Registered IP and/or maintain the effectiveness of the Transferor Registered IP have been filed with the relevant patent, copyright, trademark or other authorities in Australia or foreign jurisdictions, as the case may be, so that no item required to be listed in Schedule 3.11(a), has lapsed, expired or been abandoned or canceled other than in the ordinary course of the Transferors’ business. Except as set forth on Schedule 3.11(c), none of the Transferor Registered IP requires any maintenance fees to be paid, affidavit of use to be filed or Taxes or actions falling due within six (6) months after the Closing.
(d) Neither the Transferor IP nor the conduct by the Transferors of the Business as currently conducted or contemplated to be conducted conflicts with, infringes, misappropriates or dilutes any intellectual property or other proprietary rights, including rights of privacy, publicity and endorsement, of any court third Person. The Transferors have not received any notice or claim asserting or suggesting that any such infringement, misappropriation or dilution may be occurring or has occurred (including, without limitation, offers to license), nor, to the Transferors’ Knowledge, is there any basis therefor. To the Transferors’ Knowledge, no third party is misappropriating, infringing or diluting any Transferor IP.
(e) Except as set forth on Schedule 3.11(e), to the Knowledge of the Transferors, no Open Source Software has been incorporated into or used or distributed with any of Transferors’ Software or otherwise used by the Transferors in any respect in or in connection with Transferors’ Software, in a manner that requires any publishing of Transferors’ Software source code. To the Knowledge of the Transferors, none of Transferors’ Software is covered by or subject to any Open Source License that requires that source code to be published or made freely available. To the Knowledge of the Transferors, the Transferors have not created any derivative work based upon any Open Source Software in a manner that requires that those derivative works be published or made feely available. To the Knowledge of the Transferors, none of the Transferor IP itself is Open Source Software.
(f) The Transferor Parties have provided the Acquiring Parties complete and accurate copies of all Intellectual Property Embodiments and Documentation.
(g) In connection with the Business, to the Transferors’ Knowledge, the activities of the Transferors’ current and past managers, members, employees, officers and contractors in connection with their employment or contractual or other relationship with the Transferors did not and do not violate any agreements or arrangements that any such employees or consultants had or have with any former employer or any other Person. No litigation (or other proceeding in or before any Governmental EntityAuthority or arbitral body) charging any Transferor with infringement or unauthorized or unlawful use of any Transferor IP, nor or alleging that any services provided by, processes used by, or products manufactured or sold by the Transferors infringe or misappropriate any Intellectual Property right of any third party, is pending, or to the Transferors’ Knowledge, threatened; nor, to the Transferors’ Knowledge, is there any reasonable basis for any such litigation or proceeding.
(h) Schedule 3.11(h)(1) identifies all licenses and other agreements currently in effect pursuant to which the Transferors have licensed, distributed or otherwise granted any rights to any third party with respect to any Transferor IP. The Transferors have not given any party an indemnity in connection with the Transferor IP. Schedule 3.11(h)(2) identifies all licenses and other agreements currently in effect pursuant to which a third party has Investview licensed, distributed or otherwise granted to a Transferor any rights to such third party’s Intellectual Property, Intellectual Property Embodiments and Documentation, Domain Names or Software that are used in connection with the Business (the foregoing constituting the “IP Agreements”). Except as set forth on Schedule 3.11(h)(3), the Transferor Parties are not obligated to pay any on-going license fees, royalties or any other amount to any other Person in connection with the IP Agreements, the operation of the Business, any license of the Transferor IP or any of its subsidiaries the transactions contemplated hereunder, and have no liabilities thereunder. Consummation of the transactions contemplated by this Agreement will not result in any increase of any fees with respect to any of the IP Agreements. Except as set forth on Schedule 3.11(h)(4), none of the parties to the Transferred Contracts have received, or have a right to receive, any discounts, special pricing or other benefits in connection with the Business other than those expressly set forth in the Transferred Contract entered into or become a by such party. No Transferor nor, to the Knowledge of the Transferors, any other party to any agreement made IP Agreement, is in settlement breach or default thereof, and each IP Agreement is fully valid and enforceable in accordance with its terms, except that such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally, and is subject to general principles of any pending or threatened litigation, which materially restricts or impairs equity.
(i) The IT Assets operate and perform in all material respects in accordance with their operation and performance prior to the date of this Agreement. The Transferors have implemented reasonable controls to prevent the introduction and use of any Intellectual Property devices that enable or which would reasonably be expected assist any Person to result access without authorization the IT Assets or otherwise significantly adversely affect such IT Assets’ functionality. To the Knowledge of the Transferors, no Person has gained unauthorized access to the IT Assets.
(j) The Transferors’ operation of any web sites used in connection with the Business, and content thereof and data processed, collected, stored or disseminated in connection therewith, do not violate any Applicable Laws, or any Person’s right of privacy or publicity. Each Transferor (i) has obtained all necessary permits, approvals, consents, authorizations or licenses to lawfully operate its web sites and to use its data and (ii) is operating its web sites and using its data in accordance with the scope of such permits, approvals, consents, authorizations or licenses. The Transferors have posted a Material Adverse Effectprivacy policy governing the Transferors’ use of data, and disclaimers of liability on its web sites, and the Transferors have complied with such privacy policy in all material respects. The Transferors have taken all steps in accordance with normal industry practice to secure its web sites and data, and any portion thereof, from unauthorized access or use by any Person.
Appears in 3 contracts
Samples: Asset Contribution Agreement (SFX Entertainment, INC), Asset Contribution Agreement (SFX Entertainment, INC), Asset Contribution Agreement (SFX Entertainment, INC)
Intellectual Property. Investview and its subsidiaries own or possess the right to use (a) The Seller Disclosure Schedule lists all patents, patent applications, inventions, licenses, know-how (including trade secrets sublicenses and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing agreements (collectively, “Intellectual PropertyIn-Bound Licenses”) necessary pursuant to conduct their business as presently conducted and currently contemplated which a third party authorizes Seller to be conducted in the future anduse, to the knowledge of Investview, neither Investview nor practice any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violatedrights under, or is currently infringing, misappropriating, conflicting grant sublicenses with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation ofrespect to, any Intellectual Property Rights or Technology owned by a third party and used by Seller at the Facility, other than In-Bound Licenses that consist solely of “shrink-wrap” and similar commercially available end-user licenses, and, with respect to each In-Bound License, whether the In-Bound License is exclusive or non-exclusive.
(b) Seller represents and warrants that it possesses the rights necessary to enter into and perform its obligations under the Intellectual Property License Agreement.
(c) To Seller’s knowledge and except for uses that apply solely to Seller-proprietary products, by operating the Facility and using the other Purchased Assets and Licensed Intellectual Property to manufacture Seller-proprietary semiconductor devices, Seller has not infringed and is not infringing upon, or otherwise unlawfully used or uses, any other person Intellectual Property Rights of a third party. Since January 1, 2009, and except as set forth in Section 4.11(c) of the Seller Disclosure Schedule or entity. Neither Investview nor any of its subsidiaries with respect to claims solely related to Seller-proprietary products, Seller has not received any communication or notice (in each case that has not been resolved) alleging that Seller has violated or, by conducting their business as described in operating the SEC Reports or as otherwise currently conductedFacility and using the other Purchased Assets to manufacture Seller-proprietary semiconductor devices, such parties would infringe, misappropriate, conflict with, or violate, any Intellectual Property Rights of a third party.
(d) To Seller’s Knowledge, no Facility Employee has been or is, by performing services related to Seller’s operation of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Facility and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None use of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries other Purchased Assets to manufacture Seller-proprietary semiconductor devices, in violation of any contractual obligation binding on Investview term of any employment, invention disclosure or assignment, confidentiality or noncompetition agreement or other restrictive covenant or any Order.
(e) The execution and delivery of its subsidiaries orthis Asset Purchase Agreement by Seller does not, and the consummation of the transactions contemplated hereby (in each case, with or without the giving of notice or lapse of time, or both), will not, directly or indirectly, result in the loss or impairment of, or give rise to any right of any third party to terminate or reprice or otherwise renegotiate any of the In-Bound Licenses, nor require the consent of any Governmental Entity or other third party in respect of any such In-Bound Licenses.
(f) To Seller’s Knowledge, the Software and other information technology used to operate the Facility and that will be included as a Purchased Asset or that constitutes Licensed Intellectual Property under the Intellectual Property License Agreement (i) are configured and maintained to mitigate the effects of viruses and do not contain Trojan horses or other malicious code and (ii) have not suffered any material error, breakdown, failure, or security breach in the last twenty-four months that has caused material disruption or damage to the knowledge Facility or the use of Investview, the other Purchased Assets to manufacture Seller-proprietary semiconductor devices or that was potentially reportable to any Governmental Entity.
(g) Seller is in possession of their respective officers, directors and the Buyer will receive such working copies of all Software included in the Purchased Assets or employees. All that constitutes Licensed Intellectual Property licensed to Seller under the Intellectual Property License Agreement, including, object and (for Software owned by or exclusively licensed by Investview or its subsidiaries is free to any Acquired Company) source code, and clear of all liensrelated manuals and other documentation, encumbrances, defects or other restrictions (other than non-exclusive licenses granted as included in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction Purchased Assets or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Licensed Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 3 contracts
Samples: Asset Purchase Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD), Asset Purchase Agreement (Integrated Device Technology Inc), Option Agreement (ALPHA & OMEGA SEMICONDUCTOR LTD)
Intellectual Property. Investview (a) Schedule IV sets forth a true and complete list of all Registered Intellectual Property included in the Transferred Intellectual Property, indicating for each item the registration or application number, the registration or application date, and the applicable filing jurisdiction. The Company and its subsidiaries controlled Affiliates exclusively own all, right, title and interest in all the Transferred Intellectual Property, free and clear of all Encumbrances (other than Permitted Encumbrances). The Sellers are not bound by any outstanding judgment, injunction, order or possess decree or any contractual or other obligation materially restricting the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any by the Company of the foregoing (collectively, “Transferred Intellectual Property”, or materially restricting the licensing thereof to any Person. With respect to the Registered Intellectual Property listed on Schedule IV, (i) necessary to conduct their business as presently conducted all such Intellectual Property is subsisting and currently contemplated to be conducted in the future full force and effect and, to the knowledge Knowledge of Investviewthe Sellers, neither Investview nor valid and enforceable; (ii) the Company or one or more of its Subsidiaries is the owner of record and has paid all maintenance fees and made all filings that are required to be made prior to the Closing Date to maintain Seller’s ownership thereof.
(b) The conduct of the Business as currently conducted does not infringe, misappropriate, dilute or otherwise violate, and in the past three (3) years has not infringed, misappropriated or otherwise violated, any Intellectual Property rights of any Third Party, except for such infringements, misappropriations or other violations that would not reasonably be expected to have a Material Adverse Effect. No Proceedings are pending and no written notices have been received by the Seller during the past three (3) years (or earlier, if presently not resolved), in each case, alleging any infringement, misappropriation or other violation by the Sellers or any of its subsidiariestheir Subsidiaries of the Intellectual Property rights of any Third Party, whether through their respective products and services except for such infringements, misappropriations or other violations that would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.12(b), to the conduct Knowledge of their respective businessesthe Sellers, during the past three (3) years (or earlier, if presently not resolved) no person or entity has infringed, misappropriated, conflicted with diluted or otherwise violatedviolated any of the Transferred Intellectual Property, except for such infringements, misappropriations, dilutions or is currently infringing, misappropriating, conflicting with or otherwise violatingother violations that would not reasonably be expected to have a Material Adverse Effect, and none of Investview the Company or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries Subsidiaries has received made or asserted any communication claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation. During the past three (in each case that 3) years, there has not been resolved) alleging that by conducting their business as described no litigation, opposition, cancellation, Proceeding, or claim pending, asserted or threatened concerning the ownership, or the right to use any Transferred Intellectual Property, or the validity, registrability, or enforceability of any Registered Intellectual Property included in the SEC Reports or as otherwise currently conductedTransferred Intellectual Property, except where such parties would infringelitigation, misappropriateopposition, conflict withcancellation, Proceeding, or violateclaim would not, any of individually or in the Intellectual Property of any other person or entity. Investview knows of no infringementaggregate, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in have a Material Adverse Effect. Investview and its subsidiaries .
(c) The Sellers have taken all commercially reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and measures to protect the confidentiality of all of their confidential information Trade Secrets included in the Transferred Intellectual Property and trade secrets. None such Trade Secrets have not been disclosed by the Sellers to any Person except pursuant to written non-disclosure agreements that, to the Knowledge of the Intellectual Property employed Sellers, have not been breached by Investview such Person.
(d) The Sellers have obtained from each Person (including current and former employees and independent contractors) who has created or its subsidiaries has been obtained developed for or is being used by Investview or its subsidiaries in violation on behalf of any contractual obligation binding on Investview Sellers or any of its subsidiaries or, their Subsidiaries any Transferred Intellectual Property that is material to the knowledge Business a written, present and valid assignment of Investviewsuch Intellectual Property to the Sellers or their Subsidiaries.
(e) To the Knowledge of the Sellers, in the past three (3) years, there has been no material unauthorized access to or material unauthorized use of any confidential or proprietary information or data that is both in the Sellers’ or any of their respective officersSubsidiaries’ possession or control and material to the Business.
(f) With respect to any Software included within Transferred Intellectual Property, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries (i) such Software is free and clear of all liensfrom any material bugs, encumbrances, defects viruses or other restrictions malicious code, (other than non-exclusive licenses granted ii) the source code for such Software has not been disclosed to any Third Party, and (iii) such Software does not contain, derive from or link to any open source Software in a manner that requires the disclosure of any source code, limits the ability to charge fees, or grants any license to any Third Party to make derivative works.
(g) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated by the Ancillary Agreements will result in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction loss or decree impairment of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any the Transferred Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 3 contracts
Samples: Asset Purchase Agreement (DISH Network CORP), Asset Purchase Agreement (T-Mobile US, Inc.), Asset Purchase Agreement (SPRINT Corp)
Intellectual Property. Investview (a) Section 4.13(a) of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of all patents and patent applications, trademark registrations and applications, copyright registrations and applications and domain name registrations, in each case which are owned by the Company or a Subsidiary of the Company as of the date hereof. Except as would not constitute a Material Adverse Effect, (i) the Company and its subsidiaries own or possess the right Subsidiaries have sufficient rights to use all patentsIntellectual Property used in the conduct of the business of the Company and its Subsidiaries as currently conducted, patent applications(ii) the Company and its Subsidiaries are the exclusive owners of the Owned Intellectual Property, inventionsfree and clear of any Liens, licensesother than Permitted Liens, know-how (including trade secrets iii) any registrations or pending applications for Owned Intellectual Property are subsisting, (iv) the Owned Intellectual Property is valid and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrightsenforceable, and other intellectual property, (v) the Company and registrations and applications for registration each of any its Subsidiaries have taken commercially reasonable measures to maintain the secrecy of all Trade Secrets used in the businesses of the foregoing Company and its Subsidiaries.
(collectivelyb) Except as would not constitute a Material Adverse Effect, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future andno claims are pending or, to the knowledge Knowledge of Investviewthe Company, threatened in writing (i) challenging the ownership, enforceability, scope, validity, or use by the Company or any of its Subsidiaries of any Owned Intellectual Property or (ii) alleging that the Company or any of its Subsidiaries is violating, misappropriating, or infringing the Intellectual Property rights of any Person.
(c) Except as would not constitute a Material Adverse Effect, to the Knowledge of the Company, (i) no Person is misappropriating, violating, or infringing the rights of the Company or any of its Subsidiaries with respect to any Owned Intellectual Property and (ii) the operation of the business of the Company and its Subsidiaries as currently conducted does not violate, misappropriate, or infringe the Intellectual Property rights of any other Person.
(d) Except as would not constitute a Material Adverse Effect, (i) neither Investview the Company nor any of its subsidiariesSubsidiaries uses or distributes, whether through their respective products and services or has used or distributed, any Software licensed, provided, or distributed under any open source license, including any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the conduct Free Software Definition (as promulgated by the Free Software Foundation) or any Software that contains or is derived from any such Software (“Open Source Software”) in any manner that would require any source code of their respective businessesthe Software included in Owned Intellectual Property to be disclosed, has infringedlicensed for free, misappropriatedpublicly distributed, conflicted with or otherwise violatedattributed to any person, or is currently infringing, misappropriating, conflicting with or otherwise violating, dedicated to the public and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolvedii) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Company and its subsidiaries have taken Subsidiaries are in compliance with all reasonable steps necessary to secure their interests in such Intellectual Property from their employees terms and contractors and to protect the confidentiality conditions of all of relevant licenses (including all requirements relating to notices and making source code available to third parties) for all Open Source Software used in their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectbusinesses.
Appears in 3 contracts
Samples: Merger Agreement (Aspen Insurance Holdings LTD), Merger Agreement (Aspen Insurance Holdings LTD), Merger Agreement (Aspen Insurance Holdings LTD)
Intellectual Property. Investview (a) Section 4.20(a) of the Company Disclosure Letter lists each item of Intellectual Property that is registered or applied-for with a Governmental Authority and its subsidiaries own is owned by the Company or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing Company’s Subsidiaries as of the date of this Agreement, whether applied for or registered as of the date of this Agreement (collectively, “Company Registered Intellectual Property”) necessary to conduct their business as presently conducted ), and currently contemplated to be conducted in material proprietary software owned by the future Company or one of the Company’s Subsidiaries. The Company or one of the Company’s Subsidiaries is the sole and exclusive beneficial and record owner of all of the items of Company Registered Intellectual Property, and all such Company Registered Intellectual Property is subsisting and, to the knowledge of Investviewthe Company, neither Investview nor any is valid and enforceable.
(b) Except as would not be expected to be material to the Company and its Subsidiaries, taken as a whole, the Company or one of its subsidiariesSubsidiaries owns, whether through their respective products free and services clear of all Liens (other than Permitted Liens), or has a valid right to use, all Intellectual Property reasonably necessary for the continued conduct of their respective businessesthe business of the Company and its Subsidiaries in substantially the same manner as such business has been operated during the twelve (12) months prior to the date hereof.
(c) The Company and its Subsidiaries have not, has infringedwithin the last three (3) years, misappropriatedinfringed upon, conflicted with misappropriated or otherwise violatedviolated and, or is currently infringingas of the date of this Agreement, misappropriatingare not infringing upon, conflicting with misappropriating or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, violating any Intellectual Property of any other person third Person. There is no action pending before any Governmental Authority to which the Company or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Company’s Subsidiaries is a named party, or, to the knowledge of the Company, that is threatened against the Company or its Subsidiaries, alleging the Company’s or its Subsidiaries’ infringement, misappropriation or other violation of any Intellectual Property of any other person third Person.
(d) Except as set forth on Section 4.20(d) of the Company Disclosure Letter, to the knowledge of the Company (i) no Person is infringing upon, misappropriating or entity. Investview knows of no infringement, misappropriation or violation by others of otherwise violating any material Intellectual Property owned by the Company or licensed any of the Company’s Subsidiaries in any material respect, and (ii) the Company and its Subsidiaries have not sent to Investview any Person within the last three (3) years any written notice, charge, complaint, claim or other written assertion against such third Person claiming infringement or violation by or misappropriation of any material Intellectual Property owned by the Company or any of the Company’s Subsidiaries.
(e) The Company and its subsidiaries which would Subsidiaries have taken commercially reasonable measures to protect the confidentiality of trade secrets and other confidential information included in their Intellectual Property that are material to the business of the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, there has not been any unauthorized disclosure of or unauthorized access to any such trade secrets or such other material confidential information of the Company or any of the Company’s Subsidiaries to or by any Person in a manner that has resulted or may reasonably be expected to result in the misappropriation of, or loss of such trade secret or other rights in and to such information.
(f) No government funding, nor any facilities of a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests university, college, other educational institution or research center, was used in such the development of the material Intellectual Property from their employees and contractors and to protect owned by the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of the Company’s Subsidiaries and used in connection with their business.
(g) With respect to the material software used or held for use in the business of the Company and its subsidiaries orSubsidiaries, the Company and its Subsidiaries take commercially reasonable measures to prevent the introduction into such software of any undisclosed or hidden device or feature designed to disrupt, disable, or otherwise impair the functioning of any software or any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” or other malicious code or routines that permit unauthorized access or the unauthorized disablement or erasure of such or other software or information or data (or any parts thereof) of the Company or its Subsidiaries or customers of the Company and its Subsidiaries.
(h) The Company’s and its Subsidiaries’ use and distribution of (i) software developed by or on behalf of the Company or any Subsidiary, and (ii) Open Source Materials, in each case of such software and materials that are material to the business of the Company and its Subsidiaries, taken as a whole, is in material compliance with all Open Source Licenses applicable thereto. Neither the Company nor any Subsidiary has used any Open Source Materials in a manner that requires any software or Intellectual Property that is material to the business of the Company and its Subsidiaries, taken as a whole, and owned by the Company or any of the Company’s Subsidiaries to be subject to Copyleft Licenses.
(i) Neither the Company nor its Subsidiaries has delivered, licensed or made available, and the Company and its Subsidiaries have no duty or obligation (whether present, contingent, or otherwise) to deliver, license or make available, the source code for any software owned by the Company or its Subsidiaries and material to the business of the Company and its Subsidiaries, taken as a whole, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects escrow agent or other restrictions third Person (other than contractors or consultants in the course of performing services for the Company and its Subsidiaries and that are subject to non-exclusive licenses granted in the ordinary course of businessdisclosure agreements). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Business Combination Agreement (Bukit Jalil Global Acquisition 1 Ltd.), Business Combination Agreement (Bridgetown Holdings LTD), Business Combination Agreement (Bridgetown Holdings LTD)
Intellectual Property. Investview 2.1. Subject to the provisions of Section 1 (a), (b) and its subsidiaries own or possess the right (c) of this Agreement, all Confidential and Proprietary Information and Company Materials and all right, title and interest in and to use all any patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain namesrights, copyrights, trademark rights, mask work rights, trade secret rights, and all other intellectual property, and registrations industrial property and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and proprietary rights that currently contemplated to be conducted exist or may exist in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described anywhere in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict world in connection with, or violaterelated to such Confidential and Proprietary Information or Company Materials (collectively the “Rights”) shall be the sole property of the Company. I hereby assign to the Company any Rights I may have (to the extent not previously transferred to the Company) or hereafter acquire in such Confidential and Proprietary Information and Company Materials.
2.2. At all times, both during my employment with the Company and after its termination, I will keep in confidence and trust and will not use or disclose, directly or indirectly, in whole or in part, any Confidential and Proprietary Information, Company Materials or anything relating to it without the prior written consent of an executive officer of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably Company except as may be expected to result in a Material Adverse Effect. Investview necessary and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted appropriate in the ordinary course of businessperforming my duties to the Company. The disclosure restrictions of this Agreement shall not apply to any information that I can document that is generally known to the public through no fault of mine.
2.3. Notwithstanding the foregoing, as may be required to comply with legal process, I may disclose Confidential and Proprietary Information and/or Company Materials in response to a valid subpoena or request for production of documents issued by a court or governmental agency having jurisdiction over me and any Confidential and Proprietary Information and/or Company Materials, provided that I give prompt notice to the Company of any such subpoena or request served on me, cooperate with the Company and its counsel with seeking a protective order over any such requested Confidential and Proprietary Information and/or Company Materials, and limit any required disclosure to the Confidential and Proprietary Information and/or Company Materials specifically required by the requesting judicial or governmental agency.
2.4. Nothing contained herein will prohibit an employee from disclosing to anyone the amount of his or her wages.
2.5. I agree that during my employment or service with the Company, I will not remove any Company Materials from the business premises of the Company or deliver any Company Materials to any person or entity outside the Company, except as provided in Section 2.3 above, or as necessary or appropriate in connection with performing the duties of my employment with the Company. I further agree that, immediately upon the termination of my employment by me or by the Company for any reason, or for no reason, or during my employment if so requested by the Company, I will return all Confidential and Proprietary Information, Company Materials, apparatus, equipment and other physical property, or any reproduction of such property, excepting only (i) my personal copies of records relating to my compensation; (ii) my personal copies of any materials previously distributed generally to stockholders of the Company; and (iii) my copy of this Agreement.
2.6. I understand that nothing in this Agreement limits or impedes me from communicating with the Securities and Exchange Commission (“SEC”) about possible securities law violations or alleged facts relating to such violations. Employer will not enforce or threaten to enforce this Agreement as to direct communications between me and the SEC.
2.7. I understand that federal law provides certain protections to individuals who disclose a trade secret to their attorney, a court, or a government official in certain, confidential circumstances. Specifically, federal law provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret under either of the following conditions: • Where the disclosure is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or • Where the disclosure is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. See 18 U.S.C. § 1833(b)(1)). Investview Federal law also provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and its subsidiaries are use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not subject disclose the trade secret, except pursuant to any judgment, court order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect. See 18 U.S.C. § 1833(b)(2).
Appears in 3 contracts
Samples: Employment Agreement, Employment Agreement (Veritone, Inc.), Employment Agreement (Veritone, Inc.)
Intellectual Property. Investview (a) As of the Closing Date, Schedule 4.8(a) lists all (i) Intellectual Property which is registered with a Governmental Authority or is the subject of an application for registration and all material unregistered Intellectual Property (other than unregistered Copyrights), in each case which is owned by such Grantor in its subsidiaries own name on the date hereof (collectively, the “Owned Intellectual Property”) and (ii) licenses of United States Intellectual Property applications or possess registrations in which such Grantor is an exclusive licensee. As of the Closing Date, except as set forth in Schedule 4.8(a) and except as would not reasonably be expected to have a Material Adverse Effect, each such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to all such Owned Intellectual Property and is otherwise entitled to use, and grant to others the right to use, all such Owned Intellectual Property subject only to the license terms of the licensing or franchise agreements referred to in paragraph (c) below. Such Grantor has the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications Intellectual Property material for registration of any use in the operation of the foregoing business, but that it does not own (collectively, the “Licensed Intellectual Property”).
(b) necessary As of the Closing Date, all Owned Intellectual Property set forth in Schedule 4.8(a) and, to conduct their such Grantor’s knowledge, all Licensed Intellectual Property (collectively, the “Material Intellectual Property”), is valid, subsisting, unexpired and has not been abandoned, except as would not reasonably be expected to have a Material Adverse Effect or otherwise set forth on Schedule 4.8(a). Neither the operation of such Grantor’s business as presently currently conducted and currently or as contemplated to be conducted nor the use of the Intellectual Property in connection therewith conflicts with, infringes, misappropriates, dilutes, misuses or otherwise violates the Intellectual Property rights of any other person, except in each case as would not reasonably be expected, individually or in the future andaggregate, to have a Material Adverse Effect.
(c) The rights of such Grantor in or to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, Material Intellectual Property do not conflict with or violation ofinfringe upon the rights of any third party, and no claim has been asserted in writing that the use of such Intellectual Property does or may infringe upon the rights of any third party, except in each case as would not reasonably be expected, individual or in the aggregate, to have a Material Adverse Effect.
(d) As of the Closing Date, no action or proceeding is pending or, to such Grantor’s knowledge, threatened (i) seeking to limit, cancel or question any Owned Intellectual Property or challenge either the validity or enforceability of such Owned Intellectual Property or any Grantor’s right, title, or interest in, or to, such Owned Intellectual Property, (ii) alleging that any services provided by, processes used by, or products manufactured or sold by such Grantor infringe any Intellectual Property right of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolvediii) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Material Intellectual Property is being licensed, sublicensed or used in violation of any Intellectual Property or any other right of any other person or entity. Investview knows of no infringementperson, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries in each case, which would reasonably be expected to have a Material Adverse Effect on the value of the Collateral, taken as a whole. On the date hereof, to such Grantor’s knowledge, except as set forth on Schedule 4.8(d) no person is engaging in any activity that infringes upon, or is otherwise an unauthorized use of, any Material Intellectual Property or upon the rights of such Grantor therein. The consummation of the Transactions contemplated by this Agreement will not result in the termination or impairment of any of the Material Intellectual Property the loss of which would be reasonably likely to have a Material Adverse Effect. Investview .
(e) To such Grantor’s knowledge, with respect to each Copyright License, Trademark License, Trade Secret License and its subsidiaries have taken all reasonable steps necessary Patent License that relates to secure their interests in such Material Intellectual Property from their employees or the loss of which could otherwise have a Material Adverse Effect, such license is (i) valid, enforceable, and contractors in full force and effect; (ii) not subject to protect the confidentiality any notice of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries ortermination prior to scheduled expiration, nor, to the knowledge of Investviewthe Grantors, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree such termination based on the occurrence of any court events that have occurred; and (iii) not the subject of any license agreements other than those disclosed in Schedule 4.8(a).
(f) Except in each case as would not reasonably be expected to have a Material Adverse Effect, (i) none of the Trade Secrets of such Grantor that are material to its business have been used, divulged, disclosed or appropriated to the detriment of such Grantor for the benefit of any Governmental Entityother person; (ii) no employee, nor independent contractor or agent of such Grantor has Investview misappropriated any trade secrets of any other person in the course of the performance of his or her duties as an employee, independent contractor or agent of such Grantor; and (iii) no employee, independent contractor or agent of such Grantor is in default or breach of any term of its subsidiaries entered into any employment agreement, non-disclosure agreement, assignment of inventions agreement or become similar agreement or contract relating in any way to the protection, ownership, development, use or transfer of such Grantor’s Intellectual Property.
(g) Except as would not reasonably be expected to have a Material Adverse Effect, such Grantor has taken all commercially reasonable steps to use consistent standards of quality in the manufacture, distribution and sale of all products sold and provision of all services provided under or in connection with any item of Intellectual Property and has taken all commercially reasonable steps to ensure that all licensed users of any kind of Intellectual Property use such consistent standards of quality.
(h) No Grantor is a party to any agreement made in settlement of or consents, judgment, injunction, order, decree, covenants not to xxx, non-assertion assurances or releases that would impair the validity or enforceability of, or such Grantor’s rights in, any pending or threatened litigation, which materially restricts or impairs their use of any Material Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 3 contracts
Samples: Credit Agreement (Ollie's Bargain Outlet Holdings, Inc.), Guarantee and Collateral Agreement (Ollie's Bargain Outlet Holdings, Inc.), Guarantee and Collateral Agreement (Ollie's Bargain Outlet Holdings, Inc.)
Intellectual Property. Investview (i) Each of Alon Brands and its subsidiaries own Subsidiaries owns or possess has all licenses or other rights to use all Intellectual Property used by it in, and which are material to, the conduct of its business as presently conducted.
(ii) To the best of Alon Brands’ knowledge, the business of Alon Brands and each of its Subsidiaries as presently conducted and as currently proposed to be conducted, and the marketing, licensing, use and servicing of any products or services of Alon Brands or any of its Subsidiaries do not infringe or conflict with any patent, trademark, copyright, or trade secret rights of any third parties or any other Intellectual Property of any third parties. Except as set forth in Exhibit 2(q)(ii), neither Alon Brands nor any of its Subsidiaries has received written notice from any third party asserting that any Intellectual Property owned or licensed by Alon Brands or any of its Subsidiaries, or to which they otherwise have the right to use all patentsuse, patent applicationsis invalid or unenforceable by them and, inventionsto the best of Alon Brands’ knowledge, licenses, know-how there is no valid basis for any such claim (including trade secrets and other unpatented and/or unpatentable proprietary whether or confidential information not pending or proceduresthreatened).
(iii) Except as set forth in Exhibit 2(q)(iii), trademarksno claim is pending or, service marksto Alon Brands’ knowledge, trade names, domain names, copyrights, threatened against Alon Brands or any of its Subsidiaries nor have Alon Brands or any of its Subsidiaries received any written notice or other written claim from any Person asserting that their present or contemplated activities infringe or may infringe in any material respect any Intellectual Property of such Person and other intellectual property, and registrations and applications for registration Alon Brands is not aware of any infringement by any other Person of the foregoing any material rights of Alon Brands or any of its Subsidiaries under any Intellectual Property rights.
(collectively, “iv) All licenses or other agreements under which Alon Brands and its Subsidiaries are granted Intellectual Property”Property (excluding licenses to use software utilized in internal operations and which is generally commercially available) necessary to conduct their which are required for Alon Brands’ and its Subsidiaries’ business as presently conducted are in full force and currently contemplated to be conducted in the future effect and, to the knowledge best of InvestviewAlon Brands’ knowledge, neither Investview nor there is no material default by any of its subsidiaries, whether through their respective products party thereto. Alon Brands has no reason to believe that the licensors under the licenses and services or other agreements do not have and did not have all requisite power and authority to grant the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of rights to the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed purported to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectthereby.
Appears in 3 contracts
Samples: Loan Agreement (Alon Brands, Inc.), Loan Agreement (Alon Brands, Inc.), Loan Agreement (Alon Brands, Inc.)
Intellectual Property. Investview and its subsidiaries own (a) Except as would not, individually or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future andaggregate, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Company Material Adverse Effect. Investview , the Company or a Subsidiary thereof exclusively owns all right, title and its subsidiaries have taken all reasonable steps necessary to secure their interests interest in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Owned Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries orProperty, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensEncumbrances (except for Permitted Encumbrances), encumbrancesand is entitled to use such Owned Intellectual Property to conduct the business of the Company or its Subsidiaries as it is currently conducted. The Company and each Subsidiary of the Company has valid and enforceable rights to use all other Intellectual Property used in, defects or other restrictions necessary to conduct, the business of the Company or its Subsidiaries as it is currently conducted, free and clear of all Encumbrances (other than non-exclusive licenses granted except for Permitted Encumbrances) (together with the Owned Intellectual Property, the “Company Intellectual Property”).
(b) Except as would not, individually or in the ordinary course aggregate, have a Company Material Adverse Effect, neither the Company nor any of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree Subsidiaries has received written notice of any court claim that it, or the business conducted by it, is infringing, diluting or misappropriating or has infringed, diluted or misappropriated any Governmental EntityIntellectual Property right of any Person, including any demands or unsolicited offers to license any Intellectual Property. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor has Investview any of its Subsidiaries nor the business conducted by the Company or any of its subsidiaries entered into Subsidiaries infringes, dilutes or become a party to any agreement made in settlement of any pending misappropriates or threatened litigationhas infringed, which materially restricts diluted or impairs their use of misappropriated any Intellectual Property rights of any Person; provided, that, this representation shall be subject to the Knowledge of the Company with respect to patent rights of any Person. To the Knowledge of the Company, no third party is currently infringing, diluting or which misappropriating the Owned Intellectual Property in any material respect.
(c) Except as would reasonably be expected to result not, individually or in the aggregate, have a Company Material Adverse Effect, all of the Company Intellectual Property is valid and enforceable. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, there are no pending or, to the Knowledge of the Company, threatened, Actions by any Person challenging the validity or enforceability of, or the use or ownership by the Company or any of its Subsidiaries of, any of the Company Intellectual Property. To the Knowledge of the Company, no loss or expiration of any of the Company Intellectual Property is threatened, pending or reasonably foreseeable, except for patents expiring at the end of their statutory terms.
(d) To the Knowledge of the Company, the Company and its Subsidiaries have taken all actions reasonably necessary to maintain and protect each material item of Owned Intellectual Property.
Appears in 3 contracts
Samples: Merger Agreement (Sequoia Capital China I Lp), Merger Agreement (Le Gaga Holdings LTD), Merger Agreement (Chiu Na Lai)
Intellectual Property. Investview (a) Each of the Company and its subsidiaries own or possess the right to use all patentsSubsidiaries (A) solely owns (beneficially, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or proceduresof record where applicable), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrances, defects or other restrictions (other than Permitted Encumbrances and non-exclusive licenses granted entered into in the ordinary course of business), all right, title and interest in and to its respective Company Owned Intellectual Property, and (B) to the Knowledge of the Company, has valid and sufficient rights and licenses to all of the Company Licensed Intellectual Property. Investview The Company Owned Intellectual Property is subsisting and, to the Knowledge of the Company, valid and enforceable. Each of the Company and its subsidiaries are Subsidiaries owns or has the right to use all Intellectual Property used in or necessary for the conduct each of their respective businesses as presently conducted and as currently planned to be conducted.
(b) To the Knowledge of the Company, the operation of the Company and each of its Subsidiaries’ respective businesses as presently conducted does not subject to any judgmentinfringe, orderdilute, writ, injunction misappropriate or decree otherwise violate the Intellectual Property rights of any court or any Governmental Entitythird Person, nor and no Person has Investview asserted that the Company or any of its subsidiaries entered into Subsidiaries has infringed, diluted, misappropriated or become a party to otherwise violated any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any third Person’s Intellectual Property rights. To the Knowledge of the Company, no third Person has infringed, diluted, misappropriated or otherwise violated any of the Company’s or any of its Subsidiary’s rights in the Company Owned Intellectual Property.
(c) The Company and each of its Subsidiaries has taken reasonable measures to protect (i) their rights in their respective Company Owned Intellectual Property and (ii) the confidentiality of all Trade Secrets that are owned, used or held by the Company or any of its Subsidiaries, and to the Knowledge of the Company, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to appropriate non-disclosure agreements which would reasonably be expected have not been breached. To the Knowledge of the Company, no Person has gained unauthorized access to result the Company’s or its Subsidiaries’ IT Assets since December 31, 2018.
(d) The Company’s and each of its Subsidiary’s respective IT Assets operate and perform substantially as required by the Company and each of its Subsidiaries in a Material Adverse Effectconnection with their respective businesses and have not materially malfunctioned or failed within the past two years. The Company and each of its Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices. The Company and each of its Subsidiaries is compliant with all applicable Laws, rules and regulations, and their own privacy and security policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees.
(e) For purposes of this Agreement,
Appears in 3 contracts
Samples: Merger Agreement (Bank of Commerce Holdings), Merger Agreement (Bank of Commerce Holdings), Merger Agreement (Columbia Banking System, Inc.)
Intellectual Property. Investview Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, and except as identified in Section 5.17 of the Company Disclosure Schedule: (i) the Company and each of its subsidiaries own Subsidiaries owns, or possess the right is licensed to use all patents(in each case, patent applications, inventions, licenses, know-how (including trade secrets free and other unpatented and/or unpatentable proprietary or confidential information or proceduresclear of any Liens), trademarksall Intellectual Property used in or necessary for the conduct of its business as currently conducted; (ii) neither the Company nor its Subsidiaries has infringed, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration misappropriated or otherwise violated the Intellectual Property rights of any Person; (iii) to the Knowledge of the foregoing (collectivelyCompany, “no Person has challenged, infringed, misappropriated or otherwise violated any Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, Property right owned by and/or licensed to the knowledge of Investview, Company or its Subsidiaries; (iv) neither Investview the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, Subsidiaries has infringed, misappropriated, conflicted with received any written notice or otherwise violatedhas Knowledge of any pending claim, action, suit, order or proceeding with respect to any Intellectual Property owned by the Company or any of its Subsidiaries or alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by the Company or any of its Subsidiaries infringes, misappropriates or otherwise violates any Intellectual Property rights of any Person; (v) the consummation of the transactions contemplated by this Agreement will not alter, encumber, impair or extinguish any Intellectual Property right of the Company or any of its Subsidiaries or impair the right of Parent to develop, use, sell, license or dispose of, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received to bring any heretofore unresolved communication or notice of action for the infringement of, misappropriation of, conflict with or violation of, any Intellectual Property right of the Company or any of its Subsidiaries; (vi) the Company and its Subsidiaries have taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of all material Trade Secrets owned, used or held for use by the Company or any of its Subsidiaries and no such Trade Secrets have been disclosed other person than to employees, representatives and agents of the Company or entity. Neither Investview any of its Subsidiaries all of whom are bound by written confidentiality agreements; and (vii) neither the Company nor any of its subsidiaries Subsidiaries has received granted any communication exclusive licenses or notice (other rights, of any kind or nature, in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, to any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries orSubsidiaries to any third party and no third party has granted any licenses or other rights, of any kind or nature, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into or become a party to Subsidiaries for any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any material Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hudson Holding Corp), Merger Agreement (Hudson Holding Corp), Merger Agreement (Rodman & Renshaw Capital Group, Inc.)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents(a) The Patents, patent pending Patent applications, inventionsregistered Marks, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and pending applications for registration of Marks and registered Copyrights owned by the Company or any of its Subsidiaries are referred to collectively as the foregoing (collectively, “Company Registered Intellectual Property”, all of which are set forth in Section 3.16(a) of the Company Disclosure Schedule. No material registrations or applications for Company Registered Intellectual Property have expired or been cancelled or abandoned except in accordance with the expiration of the term of such rights, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) The Company and its Subsidiaries own all right, title, and interest, free and clear of all Liens (except for Company Permitted Liens) to, or otherwise have a valid and enforceable right to use, all Intellectual Property necessary for or used in the conduct of the business of the Company and its Subsidiaries as currently conducted, except as would not reasonably be expected to have, individually or in the aggregate a Company Material Adverse Effect.
(i) To the Company’s knowledge, the conduct of the business of the Company and its Subsidiaries does not infringe, violate or constitute misappropriation of any material Intellectual Property of any third Person in any material respect, (ii) to the Company’s knowledge, as of the date hereof, no third Person is infringing, violating, or misappropriating, in any material respect, any material Intellectual Property owned by the Company or its Subsidiaries and (iii) as of the date hereof, there is no pending claim or asserted claim in writing (including any “cease and desist” letters and invitations to license) asserting that the Company or any Subsidiary has infringed, violated or misappropriated, in any material respect, or is infringing, violating or misappropriating, in any material respect, any material Intellectual Property rights of any third Person.
(d) Except as would not be material to the Company and its Subsidiaries taken as a whole, (i) the Company and its Subsidiaries have implemented (A) commercially reasonable measures to protect the confidentiality, integrity and security of the Company’s and its Subsidiaries’ material Trade Secrets, Company software and other material Company IT Assets (and the information and transactions stored or contained therein or transmitted thereby); and (B) commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures, as well as a commercially reasonable business continuity plan; and (ii) the Company IT Assets used by the Company and its Subsidiaries perform the functions necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or carry on the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice .
(in each case that has e) Except as would not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result have, individually or in the aggregate, a Company Material Adverse Effect. Investview , (i) the Company and its subsidiaries Subsidiaries have taken all customary and commercially reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and measures to protect the confidentiality of all the material Trade Secrets of their the Company and its Subsidiaries and third party confidential information and trade secrets. None of provided to the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries Subsidiaries that the Company or such Subsidiary is obligated to maintain in confidence; (ii) the Company and its Subsidiaries comply in all material respects with their internal policies and procedures and with the Payment Card Industry Data Security Standard and any other legally binding credit card company and other legal requirements, to the extent applicable, relating to privacy, data protection, and the collection, retention, protection and use of Sensitive Data and personal information collected, used, or held for use by (or on behalf of) the Company and its Subsidiaries; (iii) there are no claims pending or, to the knowledge of Investviewthe Company, threatened against the Company or its Subsidiaries alleging a violation of any third Person’s privacy or personal information or data rights; and (iv) since January 1, 2015, to the Company’s knowledge, there has been no unauthorized access, unauthorized acquisition or disclosure, or any loss or theft, of Sensitive Data of the Company, its Subsidiaries or its customers while such Sensitive Data is in the possession or control of the Company, its Subsidiaries or third-party vendors.
(f) The Company has a policy or practice of obtaining, to the extent legally permissible, from each employee, consultant or independent contractor of the Company and its Subsidiaries who are involved in, or who contribute to, the creation or development of any of their respective officersthe Company’s Intellectual Property, directors or employees. All an agreement providing for the assignment of all Intellectual Property owned rights arising therefrom to the Company or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any one of its subsidiaries entered into or become a party Subsidiaries, and to any agreement made the Company’s knowledge, the Company has complied with such policy and practice in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectall material respects.
Appears in 3 contracts
Samples: Merger Agreement (Synnex Corp), Merger Agreement (Synnex Corp), Merger Agreement (Convergys Corp)
Intellectual Property. Investview Except as, individually or in the aggregate, has not had and its subsidiaries own would not reasonably be expected to have a Material Adverse Effect on the Company, either the Company or possess a Subsidiary of the right Company owns, or is licensed or otherwise possesses adequate rights to use all patents, patent applications, inventions, licenses, know-how (including trade secrets in the manner and other unpatented and/or unpatentable proprietary or confidential information or proceduresto the extent it has used the same), trademarks, service marksall trademarks or servicemarks (whether registered or unregistered), trade names, domain names, copyrightscopyrights (whether registered or unregistered), and patents, trade secrets or other intellectual property, and registrations and applications for registration property of any of the foregoing kind used in their respective businesses as currently conducted (collectively, the “Company Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted ). Except as, individually or in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businessesaggregate, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, not had and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has would not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in have a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect Effect on the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries Company, (a) there are no pending or, to the knowledge of Investviewthe Company, threatened claims by any of their respective officersPerson alleging infringement, directors misappropriation or employees. All Intellectual Property owned or exclusively licensed dilution by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into Subsidiaries of the intellectual property rights of any Person; (b) to the knowledge of the Company, the conduct of the businesses of the Company and its Subsidiaries has not infringed, misappropriated or become a diluted, and does not infringe, misappropriate or dilute, any intellectual property rights of any Person; (c) neither the Company nor any of its Subsidiaries has made any claim of infringement, misappropriation or other violation by others of its rights to or in connection with the Company Intellectual Property; (d) to the knowledge of the Company, no Person is infringing, misappropriating or diluting any Company Intellectual Property; (e) the Company and its Subsidiaries have taken reasonable steps to protect the confidentiality of their trade secrets and the security of their computer systems and networks; and (f) the consummation of the transactions contemplated by this Agreement will not result in the loss of, or give rise to any right of any third party to terminate any of the Company’s or any Subsidiaries’ rights or obligations under, any agreement made in settlement under which the Company or any of its Subsidiaries grants to any pending Person, or threatened litigationany Person grants to the Company or any of its Subsidiaries, which materially restricts a license or impairs their use of right under or with respect to any Company Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 3 contracts
Samples: Merger Agreement (Green Bancorp, Inc.), Merger Agreement (Green Bancorp, Inc.), Merger Agreement (SP Bancorp, Inc.)
Intellectual Property. Investview Employee agrees that all rights, title and its subsidiaries own interest of every kind and nature whatsoever, whether now known or possess the right unknown, in and to use all patentsany “Intellectual Property,” defined to include, but not be limited to, any patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures)rights, trademarks, service marks, trade names, domain names, copyrights, ideas, creations and other intellectual propertyproperties invented, created, written, developed, furnished, produced or disclosed by Employee in the course of rendering his/her services to the Company (both before the execution of this Agreement and thereafter) shall, as between the Parties, be and remain the sole and exclusive property of the Company for any and all purposes and uses whatsoever, and registrations Employee shall have no right, title or interest of any kind or nature therein or thereto, or in and applications to any results and proceeds there from. Employee agrees to assign, and hereby expressly and irrevocably assigns, to the Company all worldwide rights, title and interest, in perpetuity, in respect of any and all rights Employee may have or acquire in the Intellectual Property. The assignment of the rights as above shall not lapse if the Company has not exercised its rights under the assignment for registration any period of time or in any jurisdiction or territory. Pursuant to Section 181.78 of the Minnesota Statutes, the preceding sentence does not apply to an invention for which no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on the Employee’s own time, and (1) which does not relate (a) directly to the business of the Company or (b) to the Company’s actual or demonstrably anticipated research or development, or (2) which does not result from any work performed by Employee for the Company. To the extent any of the foregoing (collectivelyrights, “Intellectual Property”) necessary to conduct their business as presently conducted title, and currently contemplated to be conducted interest in the future and, and to the knowledge of Investview, neither Investview nor Intellectual Property cannot be assigned to the Company (and to the extent any of its subsidiariesEmployee’s retained rights under Section 181.78 were incorporated by Employee (directly or indirectly) in any of the Company’s past, whether current or future products or services), Employee hereby grants to the Company an exclusive, royalty-free, transferable, perpetual, irrevocable, unrestricted, worldwide license (with rights to sublicense through their respective products one or more tiers of sublicense) to such non-assignable (or non-assigned) rights. To the extent any rights, title and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, interest in and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any to Intellectual Property of any other person or entity. Neither Investview rights can be neither assigned nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that so licensed by conducting their business as described in Employee to the SEC Reports or as otherwise currently conductedCompany, Employee hereby irrevocably waives and agrees never to assert such parties would infringenon-assignable and non-licensable rights, misappropriate, conflict with, or violatetitle and interest against the Company, any of the Company’s successors in interest, and the customers and licensees of either. Further, Employee agrees to waive, and hereby waives, any “moral rights” Employee may have or may obtain in the Intellectual Property of any other person or entityProperty. Investview knows of no infringementEmployee further agrees to assist the Company in every proper way to apply for, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result obtain, perfect and enforce rights in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or and all countries, and to that end Employee will execute all documents for use in applying for, obtaining and perfecting such rights and enforcing same, as the Company may desire, together with any of its subsidiaries or, assignments thereof to the knowledge of InvestviewCompany or persons designated by it. Employee appoints the Company as its attorney in fact to execute any documents necessary to achieve such results. To the maximum extent possible, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear the Company shall be shown in all documentation as the owner of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted rights in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 3 contracts
Samples: Employment Agreement (Predictive Oncology Inc.), Employment Agreement (Predictive Oncology Inc.), Employment Agreement (Predictive Oncology Inc.)
Intellectual Property. Investview The Company and its subsidiaries Subsidiaries own or possess the right to use possess, or have all necessary rights and licenses in, all patents, patent applications, inventionsrights, licenses, inventions (whether or not patentable or reduced to practice), copyrights (whether registered or unregistered), know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information information, systems or procedures), registered and unregistered trademarks, service marks, marks and trade names, domain names, copyrights, names and other intellectual property, and registrations and applications for registration of any of the foregoing property rights (collectively, “"Intellectual Property”") necessary to conduct their business as presently conducted and currently contemplated proposed to be conducted conducted, except such Intellectual Property the failure to own, possess, have all rights and licenses in would not have a Company Material Adverse Effect. Neither the future and, to the knowledge of Investview, neither Investview Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, Subsidiaries has infringed, misappropriated, conflicted with or otherwise violatedreceived any unresolved notice of, or is currently infringingaware of any fact or circumstance that would give any Person a right to assert, misappropriating, conflicting with infringement or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, or conflict with with, asserted rights of others or violation of, invalidity or unenforceability of any Intellectual Property of any other person owned by the Company or entity. Neither Investview nor any of its subsidiaries has received Subsidiaries. To the knowledge of the Responsible Executive Officers of the Company, the use of such Intellectual Property to conduct the business and operations of the Company and its Subsidiaries as conducted or proposed to be conducted does not infringe on the rights of any communication Person, except such infringement that would not have a Company Material Adverse Effect. To the knowledge of the Responsible Executive Officers of the Company, no Person is challenging, infringing on or notice (in each case that has not been resolved) alleging that by conducting their business as described in otherwise violating any right of the SEC Reports Company or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of its Subsidiaries with respect to any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview the Company or any of its subsidiaries which would reasonably be expected to Subsidiaries. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in a Material Adverse Effect. Investview loss or limitation in the rights and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None licenses of the Company to use or enjoy the benefit of any Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview the Company or any of its subsidiaries orSubsidiaries in connection with its business as conducted or proposed to be conducted, to the knowledge of Investview, any of their respective officers, directors except for such loss or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or limitation which would reasonably be expected to result in not have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Capital Re Corp), Agreement and Plan of Merger (Capital Re Corp), Agreement and Plan of Merger (Ace LTD)
Intellectual Property. Investview (a) Section 3.16(a) of the Company Disclosure Letter sets forth a complete and accurate list (in all material respects) of all United States and foreign (i) patents and patent applications; (ii) trademark registrations and applications (including internet domain name registrations); and (iii) copyright registrations and applications, in each case owned by the Company or any of its Subsidiaries as of the date of this Agreement. Such applications and registrations are in effect and subsisting and, to the Knowledge of the Company, valid and enforceable. The Company or one of its Subsidiaries is the sole beneficial and record owner of all such applications and registrations, free and clear of all Encumbrances other than Permitted Encumbrances.
(b) Except as would not be, or reasonably be expected to be, individually, or in the aggregate, material to the Company and its subsidiaries own Subsidiaries, taken as a whole, the Company and its Subsidiaries own, validly license or possess have the right to use in the manner currently used, all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any Intellectual Property that is used in the respective businesses of the foregoing Company and its Subsidiaries as currently conducted.
(collectivelyc) To the Knowledge of the Company, “Intellectual Property”) necessary except as would not be, or reasonably be expected to conduct their business as presently conducted and currently contemplated to be conducted be, individually or in the future andaggregate, material to the knowledge of InvestviewCompany and its Subsidiaries, neither Investview nor any of its subsidiariestaken as a whole, whether through their respective products and services or the conduct of their the respective businessesbusinesses of the Company and its Subsidiaries as currently conducted does not infringe upon, has infringed, misappropriated, conflicted with misappropriate or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, violate any Intellectual Property of any other person Person. As of the date of this Agreement, there is no claim for any such infringement, misappropriation or entityother violation pending or, to the Knowledge of the Company, threatened, except for any such infringement, misappropriation or other violation that has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole. Neither Investview nor To the Knowledge of the Company, no other Person is infringing, misappropriating or otherwise violating any Intellectual Property owned by the Company or any of its subsidiaries has received Subsidiaries, except for any communication such infringement, misappropriation or notice (in each case that other violation as has not been resolved) alleging that by conducting their business as described been, and would not reasonably be expected to be, individually or in the SEC Reports or aggregate, material to the Company and its Subsidiaries, taken as otherwise currently conducted, such parties a whole.
(d) Except as would infringe, misappropriate, conflict withnot be, or violatereasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole:
(i) all inventors listed in any patent application set forth in Section 3.16(a) of the Company Disclosure Letter have executed written assignments of such application and all Intellectual Property related thereto in favor of the Company or one of its Subsidiaries, as applicable;
(ii) the Company and each of its Subsidiaries have taken commercially reasonable measures to protect the confidentiality of the trade secrets owned, held for use or used by it;
(iii) no current or former partner, director, equityholder, officer, or employee of the Company or its Subsidiaries will, after giving effect to the transactions contemplated hereby, own or retain any rights to use any of the Intellectual Property owned, used or held for use by the Company or its Subsidiaries;
(iv) the consummation of the transactions contemplated hereby will not result in (A) the loss or impairment of the Company’s or its Subsidiaries’ right to own or use any other person Intellectual Property owned, held for use or entity. Investview knows used by the business of no infringement, misappropriation the Company and its Subsidiaries as it is currently conducted or violation by others (B) any obligation being imposed on Parent or any of its Subsidiaries to license to third parties Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Parent or any of its subsidiaries or, to Subsidiaries as of the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectdate hereof.
Appears in 3 contracts
Samples: Merger Agreement (Welbilt, Inc.), Merger Agreement (Welbilt, Inc.), Merger Agreement (Middleby Corp)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any a) Section 3.21(a) of the foregoing Seller Disclosure Letter lists, as of the Contract Date, all Owned Registered IP, setting forth the owner and the registration or application number of each item. The Owned Registered IP and the Owned Unregistered IP (collectivelycollectively and including, for the avoidance of doubt, the MONY Software, the “Owned Intellectual Property”) necessary to conduct their business as presently conducted is each exclusively owned by MONY free and currently contemplated to be conducted in clear of all Liens, except for Permitted Liens.
(b) To the future andKnowledge of Seller, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of the Business does not infringe, misappropriate or otherwise violate the Intellectual Property rights of any Person. Since January 1, 2010, none of Parent, Seller, MONY, MLOA or any of their respective businessesAffiliates has received any written notice that it has, has in the operation of the Business, infringed, misappropriated, conflicted with misappropriated or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, violated any Intellectual Property of rights owned by any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case Person except to the extent that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no alleged infringement, misappropriation or violation by others has not and would not be reasonably expected, individually or in the aggregate, to have a Business Material Adverse Effect.
(c) To the Knowledge of Seller, none of the Owned Intellectual Property owned is being infringed by any Person, except as would not reasonably be expected, individually or licensed in the aggregate, to Investview have a Business Material Adverse Effect. None of Parent, Seller, MONY or its subsidiaries which any of their Affiliates has made any claim against any Person alleging infringement, misappropriation or dilution of any Owned Intellectual Property that remains pending. There are no claims pending or, to the Knowledge of Seller, threatened, challenging the ownership, validity or enforceability of any of the Owned Intellectual Property.
(d) MONY has taken commercially reasonable steps to ensure protection of the Owned Intellectual Property under any Applicable Law, including making and maintaining in full force and effect all necessary filings, registrations and issuances with respect to Owned Registered IP rights. MONY, MLOA, Parent, Seller and their Affiliates have taken commercially reasonable steps to maintain the secrecy of all Trade Secrets and confidential Intellectual Property used in the Business.
(e) To the Knowledge of Seller, all employees and consultants who contributed to the discovery or development of any material Intellectual Property rights used in the Business did so either (i) within the scope of his or her employment such that, in accordance with Applicable Law, all Intellectual Property arising therefrom became the exclusive property of MONY or MLOA or (ii) pursuant to written Contracts assigning all Intellectual Property arising therefrom to MONY or MLOA, except to the extent such failure to do so in accordance with subsection (i) or (ii) above has not and would not reasonably be expected, to result in a Business Material Adverse Effect. Except as set forth on Section 3.21(e) of the Seller Disclosure Letter, none of the employees of Parent, Seller, MONY, MLOA or any of their Affiliates owns or licenses to any third parties any material Intellectual Property or assets used in the Business.
(f) Except as disclosed in Section 3.21(f) of the Seller Disclosure Letter the collection, storage, use and dissemination by MONY or MLOA in the operation of the Business of any Personal Data is and has, since January 1, 2010, been in compliance with all applicable privacy policies, terms of use, contractual requirements and Applicable Law except to the extent such failure to comply would not reasonably be expected to result in a Business Material Adverse Effect. Investview MONY, MLOA, Parent, Seller and its subsidiaries have taken all their Affiliates use commercially reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and measures to protect the confidentiality secrecy of all of their confidential information Personal Data that they collect and trade secretsmaintain in connection with the Business and to prevent unauthorized access to such Personal Data by any Person. None Except as disclosed in Section 3.21(f) of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation Seller Disclosure Letter, since January 1, 2010, none of any contractual obligation binding on Investview MONY, MLOA, Parent, Seller or any of its subsidiaries ortheir Affiliates nor, to the knowledge Knowledge of InvestviewSeller, any third Person working on behalf of their respective officersany of them, directors has had a breach of security in connection with the Business or employees. All Intellectual Property owned an incident of unauthorized access, disclosure, use destruction or exclusively licensed by Investview or its subsidiaries is free and clear loss of all liensany Personal Data in connection with the Business and, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject with respect to any judgmentsuch breach or incident, ordereach of them has complied with all data breach notification and related obligations under all Applicable Laws and has taken reasonable corrective action to prevent recurrence of the foregoing, writexcept, injunction or decree of any court or any Governmental Entity, nor has Investview or with respect to any of its subsidiaries entered into the foregoing, to the extent any such breach or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which incident would not reasonably be expected to result in a Business Material Adverse Effect.
(g) All Internal IT Systems (i) are in good repair and operating condition and are adequate and suitable for the purposes for which they are being used or held for use, except as would not be reasonably expected, individually or in the aggregate, to materially and adversely affect the Business, (ii) conform in all material respects with their related documentation and (iii) to the Knowledge of Seller, do not contain any Virus that would reasonably be expected to interfere with the ability to conduct the Business. MONY, and MLOA, in the operation of the Business maintain and follow a commercially reasonable disaster recovery plan that will enable the Internal IT Systems to be replaced and substituted in the event of a disaster without material disruption to their business.
(h) No use of any Software subject to any license commonly referred to as “copyleft” or “open source” that, as used, modified, integrated, bundled, or distributed by MONY, obligates MONY to disclose, make available, offer or deliver any portion of its owned Software to any Person.
Appears in 3 contracts
Samples: Master Agreement (AXA Equitable Holdings, Inc.), Master Agreement (Protective Life Insurance Co), Master Agreement (Protective Life Corp)
Intellectual Property. Investview (a) Company and its subsidiaries Subsidiaries own (free and clear of all Encumbrances) or possess the right are licensed to use in the manner currently used by Company, all patents, patent applications, inventions, licenses, know-how of the Company IP that is used in or necessary for the conduct of the business of Company and its Subsidiaries as currently conducted by Company and its Subsidiaries (including trade secrets without limitation the current development, manufacture, use, import and other unpatented and/or unpatentable proprietary or confidential information or proceduressale of those products of Company and its Subsidiaries currently under development), trademarksin each case, service markssubject to such exceptions as would not reasonably be expected to have a Company Material Adverse Effect. The ownership of Company and its Subsidiaries of the Company Owned IP is exclusive and not joint, trade names, domain names, copyrightssubject to such exceptions as would not be reasonably expected to have a Company Material Adverse Effect. Company and its Subsidiaries are not bound by, and other intellectual propertyno Company Owned IP is subject to, any instrument, contract, license, agreement, action, suit, proceeding, decree, order, judgment, office action, settlement agreement or stipulation that in any way limits or restricts the ability of Company to continue its current use, exploitation, license, transfer, assertion or enforcement of any Company Owned IP anywhere in the world, or that may affect the validity or enforceability of such Company Owned IP in each case, subject to non-exclusive Intellectual Property Rights licenses granted by Company or any of its Subsidiaries in the ordinary course of business and registrations and applications for registration subject to such exceptions as would not reasonably be expected to have a Company Material Adverse Effect.
(b) Neither Company nor any of its Subsidiaries has (i) licensed or provided in source code form to any Person any of the foregoing software owned or developed by Company or any of its Subsidiaries and used in the business of Company or any of its Subsidiaries currently or at any time after April 1, 2004, or (collectivelyii) entered into any source code escrow agreements with respect to any such software. To Company’s Knowledge, the source code and system documentation relating to any such software have at all times been maintained in confidence and have been disclosed only to employees and consultants of Company and its Subsidiaries who have a “need to know” the contents thereof in connection with their duties to Company and its Subsidiaries. Such employees and consultants have executed appropriate confidentiality agreements in connection therewith. To Company’s Knowledge, none of the software owned or developed by Company or any of its Subsidiaries and used in the business of Company or any of its Subsidiaries currently contains or at any time after April 1, 2004, contained any computer code designed to disrupt, disable, harm, distort or otherwise impede in any manner the operation of such software, or any other associated software, firmware, hardware, computer system or network (including without limitation what are sometimes referred to as “viruses,” “worms,” “time bombs” and/or “back doors”). No software distributed by Company currently is or at any time after April 1, 2004, was distributed with, is derived from, or is being or was developed using Open Source Software that is licensed under any terms that (i) impose a requirement or condition that any software or part thereof be disclosed or distributed in source code form, be licensed for the purpose of making modifications or derivative works, or be redistributable at no charge, or (ii) otherwise impose any other limitation, restriction, or condition that would reasonably be expected to have a Company Material Adverse Effect.
(c) To Company’s Knowledge, there is no, nor has there been any, unauthorized use, disclosure, infringement or misappropriation of any Company Owned IP, or any exclusively licensed Company Licensed IP, by any Person, including any employee or former employee of Company or any of its Subsidiaries. During the period since April 1, 2004 (the “Period”), neither Company nor any of its Subsidiaries has sent any notice or other communication of any actual, alleged, possible or potential unauthorized use, disclosure, infringement or misappropriation of any Company Owned IP. During the Period, neither Company nor any of its Subsidiaries has brought any action, suit or proceeding for infringement or misappropriation of any Company Owned IP, or for breach of any Company IP Rights Agreement, against any Person, which is not disclosed in Company Disclosure Schedule.
(d) Except as would not reasonably be expected to have a Company Material Adverse Effect, to Company’s Knowledge, neither Company nor any of its Subsidiaries is or has been infringing or misappropriating any Intellectual Property Rights of any other Person. During the Period, neither Company nor any of its Subsidiaries has received any notice or other communication of any actual, alleged, possible or potential infringement of any Intellectual Property Rights of any other Person. During the Period, neither Company nor any of its Subsidiaries has been sued or threatened to be sued in any suit, action or proceeding that involves a claim of infringement or misappropriation of any Intellectual Property Rights of any other Person, and to Company’s Knowledge there is no basis for any such suit, action or proceeding. No Company Owned IP is subject to any outstanding decree, order, judgment, office action or settlement agreement or stipulation that (i) restricts in any manner the use, transfer or licensing thereof by Company or any of its Subsidiaries, or (ii) may affect the validity, use or enforceability of such Company Owned IP.
(e) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither Company nor any of its Subsidiaries has entered into any agreement, or otherwise has any obligation, to indemnify, defend or hold harmless any other Person against any claim of infringement or misappropriation of any Intellectual Property Rights, other than indemnification provisions contained in purchase orders or agreements that arise in the ordinary course of business and that contain such terms as are typical for the business, services and products of Company.
(f) Schedule 3.11(f) of the Company’s Disclosure Schedule contains a complete and accurate list of all Company Registered IP, including the applicable jurisdiction and application/registration number and whether such Company Registered IP is Legacy Company Registered IP. To Company’s Knowledge, all Company Registered IP, excluding patent applications and Legacy Company Registered IP, is valid and subsisting and Company has not misrepresented, or failed to disclose, any fact or circumstances in any application that would materially affect the validity or enforceability of any such Company Registered IP. All documents and instruments necessary to establish or perfect the rights of Company in the Company Registered IP, excluding Legacy Company Registered IP, have been validly executed, delivered, and filed in a timely manner with the appropriate Governmental Entity. There is no, nor has there been any since April 1, 2004, interference, opposition, reissue, reexamination, or other proceeding or investigation pending or threatened, in which the scope, validity, or enforceability of any Company Registered IP, excluding Legacy Company Registered IP, is being or has been contested or challenged. To Company’s Knowledge, there are no facts, circumstances or information that (i) would render any Company Registered IP, excluding Legacy Company Registered IP, invalid or unenforceable, (ii) would adversely affect any pending application for any Company Registered IP, excluding patent applications and Legacy Company Registered IP. Company has not misrepresented, or failed to disclose, any fact or circumstances in any patent application that would materially affect the validity or enforceability of any such patent application. Except as set forth on Schedule 3.11(f) of the Company’s Disclosure Schedule, there is no payment of any registration, maintenance or renewal fees to an IP Registry nor the filing of any responses to office actions, applications for renewal, statements of use or similar documents to an IP Registry that must be taken by Company within one hundred twenty (120) days of the Closing Date that, if not taken, will result in the loss of any Company Registered IP, excluding Legacy Company Registered IP, except as would not reasonably be expected to have a Company Material Adverse Effect.
(g) Company and each of its Subsidiaries has taken necessary and appropriate steps to protect and preserve the confidentiality of all information developed by Company or its Subsidiaries that is material Intellectual Property that is not otherwise protected by patents or patent applications and from which Company derives independent economic value, actual or potential, from not being generally well known to, and not being readily ascertainable by proper means by, other Persons who can obtain economic value from its disclosure or use (“Proprietary Information”). All of Company’s and its Subsidiaries’ use of, and disclosure to a third party (including any current or former employee or consultant of Company or any of its Subsidiaries), of Proprietary Information has been pursuant to an obligation or agreement of such third party that protects such Proprietary Information, except as would not reasonably be expected to have a Company Material Adverse Effect. To Company’s Knowledge, no such third party is in material breach of such an obligation or agreement, except as would not reasonably be expected to have a Company Material Adverse Effect.
(h) The execution and delivery of this Agreement by Company does not, and the execution of the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby will not, result in, or give any other Person the right or option to cause or declare, (i) the release, disclosure, or delivery of any Intellectual Property subject to Company Owned IP by or to any escrow agent or other Person; (ii) the grant, assignment, or transfer to any other Person of any license or other right or interest under, to, or in any Company Owned IP; or (iii) Company or Surviving Corporation being bound by, or subject to, any non-compete or other restriction on its use of Company Owned IP in the operation or scope of its business, except as the Company or any of its Subsidiaries was restricted immediately prior to execution and delivery of this Agreement or as would not be reasonably expected to have, whether individually or in the aggregate, a Company Material Adverse Effect.
(i) Except as would not reasonably be expected to have a Company Material Adverse Effect, Company and each of its Subsidiaries has secured from all its consultants and employees who contributed to the invention, creation or development of Intellectual Property for Company or any of its Subsidiaries that is subject to Company Owned IP, obligations to assign or assignments of all Intellectual Property Rights in and to such Intellectual Property, to the extent Company or such Subsidiary, as applicable, does not already own such Intellectual Property Rights by operation of law. Except as would not reasonably be expected to have a Company Material Adverse Effect, in each case in which Company or its Subsidiaries has acquired any Company Owned IP from any Person other than its consultants and employees, Company has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Company Owned IP to it or its Subsidiaries, and has recorded in a timely manner each such assignment in accordance with applicable laws and regulations with the relevant IP Registry.
(j) Company and each of its Subsidiaries is and has been in compliance in all material respects with all applicable laws and regulations with respect to the collection, use, transfer, disclosure, and security of personally identifiable information, including, but not limited to, financial information of consumers.
(k) Neither the Company nor any of its Subsidiaries has collected, used, transferred or disclosed any personally identifiable information in violation of any privacy policy, statement, or agreement maintained by the Company or any of its Subsidiaries (a “Privacy Policy”) necessary ). Company and each of its Subsidiaries has commercially reasonable security measures and safeguards in place to conduct their business as presently conducted and currently contemplated to be conducted in the future protect personally identifiable information from illegal or unauthorized access, download or use by its personnel or third parties and, to the knowledge of Investviewthe Company, neither Investview no illegal or unauthorized access, downloading or use has occurred.
(l) Neither Company nor any of its subsidiariesSubsidiaries has created any limits in any Privacy Policy on the transfer or sale of personally identifiable information or its use after sale, whether through their respective products including, but not limited to, consumer data.
(m) Company and services each of its Subsidiaries is in compliance in all material respects with all laws and regulations applicable to the transfer of personally identifiable information across national borders, including all laws of countries of the European Union and Canada.
(n) Company and each of its Subsidiaries is and has been in compliance in all material respects with all applicable rules and regulations of Card Organizations, including, without limitation, operating regulations of the various Card Organizations, Payment Card Industry Data Security Standard, the Account Information Security program, and the Site Data Protection program.
(o) Company is not and has never been a member or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violatedpromoter of, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation ofa contributor to, any Intellectual Property of industry standards body or similar organization that could require or obligate the Company to grant or offer to any other person Person any license or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject right to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectCompany IP.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cybersource Corp), Merger Agreement (Authorize.Net Holdings, Inc.)
Intellectual Property. Investview (a) Except as Fairly Disclosed in the Data Room Information or as would not be material to the Group Companies taken as a whole, the Company and its subsidiaries Subsidiaries own or possess adequate licenses or other valid and enforceable rights to use (in each case, free and clear of any Liens, except for Permitted Encumbrances), all Intellectual Property used in, or necessary to conduct, the business of the Company or its Subsidiaries as currently conducted and as currently proposed to be conducted.
(b) Except as would not have a Company Material Adverse Effect, (i) the use of any Intellectual Property in connection with the operation of their respective businesses or otherwise by the Company or its Subsidiaries does not infringe upon, misappropriate, or otherwise violate and has not in the past three (3) years infringed upon, misappropriated or otherwise violated the Intellectual Property rights of any person and is in accordance with any applicable license pursuant to which the Company or any of its Subsidiaries acquired the right to use all patentssuch Intellectual Property; (ii) neither the Company nor any of its Subsidiaries has received any written notice of, patent applicationsand to the knowledge of the Company, inventionsthere is no assertion or claim that it, licenses, know-how or the business or activities of the Company or any of its Subsidiaries (including trade secrets the commercialization and other unpatented and/or unpatentable proprietary or confidential information or proceduresexploitation of their products and services), trademarksis infringing upon, service marksdiluting, trade namesmisappropriating, domain namesor otherwise violating or has infringed upon, copyrightsdiluted, misappropriated, or otherwise violated any Intellectual Property right of any person, including any demands or unsolicited offers to license any Intellectual Property nor are there any facts or circumstances that would form the basis for any claim against the Company or any of its Subsidiaries of infringement, unauthorized use, or violation of any Intellectual Property right of any person, or challenging the ownership, use, validity or enforceability of any Intellectual Property owned by any Group Company; (iii) neither the Company nor any of its Subsidiaries nor the business or activities of the Company or any of its Subsidiaries (including the commercialization and exploitation of their products and services) infringes, dilutes or misappropriates or has infringed, diluted or misappropriated any Intellectual Property rights of any person; and (iv) to the knowledge of the Company, no person (including current and former officers, employees, consultants and contractors of any Group Company) is currently infringing, diluting or misappropriating Intellectual Property owned by the Company or any of its Subsidiaries.
(c) Except as would not have a Company Material Adverse Effect, with respect to each Intellectual Property owned by any Group Company, (i) such Group Company is the owner of the entire right, title and interest in and to such Intellectual Property, and is entitled to use, transfer and license such Intellectual Property in the continued operation of its respective business without payment to any Third Party (other intellectual propertythan to one or more Governmental Authorities or other similar parties for the purposes of registering and maintaining such rights), (ii) no Group Company is obligated to assign ownership of any such Intellectual Property to any Third Party and (iii) no Group Company is bound by or subject to any non-compete or other restrictions on the operation and scope of its respective business. To the knowledge of the Company, none of the material Intellectual Property owned by any Group Company has been revoked, invalidated or otherwise challenged in whole or in part.
(d) Except as would not have a Company Material Adverse Effect, with respect to each item of Intellectual Property licensed to any Group Company, (i) such Group Company has the right to use such Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Intellectual Property, and registrations and applications for registration (ii) no party to any license of any of the foregoing such Intellectual Property is in breach thereof or default thereunder.
(collectively, “Intellectual Property”e) necessary to conduct their business Except as presently conducted and currently contemplated to be conducted Fairly Disclosed in the future andData Room Information, no person is challenging in writing the validity, enforceable, use or ownership of or, to the knowledge of Investviewthe Company, neither Investview nor threatening to challenge, or infringing upon, misappropriating, or otherwise violating any right of the Company or any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted Subsidiaries with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received respect to any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of material Intellectual Property owned by or licensed to Investview the Company or its subsidiaries which Subsidiaries.
(f) No material Owned Intellectual Property is being used or enforced in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of such Intellectual Property.
(g) Except as would not have a Company Material Adverse Effect, the Company and each of its Subsidiaries owns all right, title and interest in and to all Intellectual Property created or developed by, for or under the direction or supervision of the Company or such Subsidiary. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests Each key employee of the Company who has participated in the creation or development of any such Intellectual Property from their employees has executed and contractors delivered to the Company or such Subsidiary a valid and to protect enforceable agreement (i) providing for the confidentiality non-disclosure by such person of all of their confidential information and trade secrets. None (ii) providing for the present assignment by such person to the Company or such Subsidiary of any Intellectual Property developed or arising out of such person’s employment by, engagement by or contract with the Company or such Subsidiary of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries orCompany and, to the knowledge of Investviewthe Company, no such employee is in material violation of any term of their respective officersany such agreement.
(h) Except as would not be material to the Group Companies, directors taken as a whole, there are no outstanding Orders issued against any Intellectual Property owned by any Group Company that restricts or employeeslimits the use or licensing thereof by any Group Company.
(i) Except as would not have a Company Material Adverse Effect, (A) a Group Company owns or has a valid right or license to use or otherwise exploit all Software used in connection with the businesses of the Group Companies as currently conducted, and (B) a Group Company possesses the source code, object code and documentation for all such Software that is proprietary to and owned by any Group Company (the “Company Owned Software”), (C) no Third Party has any ownership right or interest in any Company Owned Software, (D) the Group Companies have not disclosed the source code for any Company Owned Software to any Third Party (other than to Merger Sub and its Representatives for due diligence purposes in connection with the Transactions), and (E) other than those subject to open source license/codes, no such Software is subject to any obligation (including the terms of any open source license) that would require any Group Company to (i) disclose to any person any source code or Trade Secret that is part of any Company Owned Software, (ii) not charge fees or other consideration for such Software, or (iii) grant any right to any person to decompile or otherwise reverse-engineer such Software.
(j) Except as would not have a Company Material Adverse Effect, to the knowledge of the Company, the consummation of the Transactions will not result in the loss or impairment or the restriction on use or other exploitation of any Intellectual Property owned by or licensed to any Group Company.
(k) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have taken all actions reasonably necessary to (i) maintain and protect each item of Intellectual Property that they own or are licensed or otherwise authorized to use, and (ii) protect the confidentiality and value of trade secrets and other know-how or confidential or proprietary information (together, the “Trade Secrets”) that are owned by any Group Company or provided to any Group Company by any Third Party under conditions of confidentiality, including having and effectively implementing in the business operations of the Company and its Subsidiaries Intellectual Property, information security and privacy measures comparable with those implemented by similarly situated companies in the U.S. and the PRC operating in the industry of the Company and its Subsidiaries. All To the knowledge of the Company, (A) there has been no unauthorized disclosure or use of any Third Party’s Trade Secrets by any officer, employee, contractor, or consultant of any Group Company, and none of the Company’s or its Subsidiaries’ Trade Secrets have been disclosed to any Third Party except pursuant to valid and appropriate written non-disclosure agreements or license agreements or pursuant to obligations to maintain confidentiality arising by operation of Law, and (B) there has been no material breach of any Group Company’s security measures wherein any Trade Secrets have been disclosed or may have reasonably been disclosed without authorization to any Third Party. Immediately subsequent to the Effective Time, all Intellectual Property owned or exclusively licensed used by Investview any Group Company shall be owned by or available for use by the Company and its subsidiaries Subsidiaries on terms and conditions identical to those under which the Company and its Subsidiaries owned or used such Intellectual Property immediately prior to the Effective Time.
(l) Except as would not have a Company Material Adverse Effect, the Company IT Assets are (A) reasonably adequate and sufficient for, and operate and perform in accordance with their documentation and functional specifications and otherwise as required in connection with, the operation of the Company’s and its Subsidiaries’ businesses and the protection of Trade Secrets by the Group Companies, and (B) to the knowledge of the Company, are free from any material defects, viruses, worms and other malware. The Company and its Subsidiaries have implemented reasonable backup, security and disaster recovery measures and technology consistent with industry practices and the Company IT Assets have not failed in any material respect, and to the knowledge of the Company, (i) no person has gained unauthorized access to any material Company IT Assets, and (ii) the data that they process and/or produce with respect to the businesses of the Company and its Subsidiaries has not been corrupted or compromised in any material respect.
(m) Except as would not be material to the Group Companies, taken as a whole, none of the Intellectual Property owned by any Group Company is free and clear of all liens, encumbrances, defects subject to any Contract or other restrictions obligation as a result of any funding or support from, or any arrangement with, any Governmental Authority or agency or nonprofit organization.
(n) Except as would not be material to the Group Companies, taken as a whole, no Group Company is a party to or bound by any Contract that grants or purports to grant a license, covenant not to sxx or other right under any Intellectual Property of Merger Sub of any of its Affiliates (other than non-exclusive licenses granted in the ordinary course of businessGroup Companies). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (51job, Inc.), Merger Agreement (Yan Rick)
Intellectual Property. Investview (a) The Acquired Companies either have exclusive right, title and its subsidiaries own interest in and to all Company Proprietary Rights, free and clear of all Encumbrances, or possess to the extent permitted in the Contracts identified on Part 2.14(a) of the Company Disclosure Schedule, have a valid right to use and exploit all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary Company Proprietary Rights that are currently used or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration currently proposed to be used in the business of any of the foregoing Acquired Companies as conducted prior to or on the date of this Agreement, including all Company Proprietary Rights that are necessary or appropriate to make, use, offer for sale, sell or import the Company Product(s).
(collectivelyb) To the Acquired Companies’ Knowledge: (i) all Patents, “Intellectual Property”Trademarks, and Registered Copyrights necessary or appropriate to make, use, offer for sale, sell or import the Company Product(s) necessary are valid, enforceable and in full force and effect; (ii) all Company Contracts relating to conduct their business as presently conducted any Proprietary Rights of a third party pursuant to which any of the Acquired Companies is granted a right to use, license and currently contemplated otherwise exploit such Proprietary Rights are valid and in full force and effect; and (iii) the consummation of the Contemplated Transactions will not alter or impair any such rights or the right of the Acquired Companies to use and exploit such rights.
(c) No claims have been asserted against any of the Acquired Companies (and the Acquired Companies are not aware of any claims which are likely to be conducted in asserted against any of the future andAcquired Companies nor any facts which would give rise to any claim) by any Person challenging the use of any Company Proprietary Right by the Acquired Companies or challenging or questioning the validity or effectiveness of any license or agreement relating to any Proprietary Right used by any of the Acquired Companies, and there is no valid basis for any such claim.
(d) Part 2.14(d) of the Company Disclosure Schedule lists, as of the date of this Agreement, the following with respect to Proprietary Rights of the Acquired Companies:
(i) Part 2.14(d)(i) lists all of the Patents owned by or exclusively licensed to the knowledge of InvestviewAcquired Companies, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (setting forth in each case that has the jurisdictions in which Issued Patents have been issued and Patent Applications have been filed;
(ii) Part 2.14(d)(ii) lists all of the Trademarks (including Registered Trademarks and common law Trademarks) and domain names owned by or exclusively licensed to the Acquired Companies, setting forth in each case of any Registered Trademarks, the jurisdictions in which Registered Trademarks have been registered and trademark applications for registration have been filed; and
(iii) Part 2.14(d)(iii) lists all of the Registered Copyrights owned by or exclusively licensed to the Acquired Companies, setting forth in each case the jurisdictions in which Copyrights have been registered and applications for copyright registration have been filed.
(e) The Acquired Companies have not been resolved) alleging that by conducting their business as described granted any third party any right to manufacture, reproduce, distribute, market or exploit any Company Product or any enhancements, modifications, or derivative works based on the Company Products or any portion thereof, nor have the Acquired Companies granted any third party any rights to license or use any Company Proprietary Rights, except for any non-exclusive licenses granted to customers in the SEC Reports ordinary course of business.
(f) Part 2.14(f) of the Company Disclosure Schedule lists, as of the date of this Agreement, all oral and written contracts, agreements, licenses and other arrangements relating to any Company Proprietary Rights or any Company Product, as follows:
(i) Part 2.14(f)(i) lists: (A) any agreement granting any right to make, have made, manufacture, use, sell, offer to sell, import, export or otherwise currently conducteddistribute any Company Product, such parties would infringewith or without the right to sublicense the same, misappropriate, conflict with, on an exclusive basis; (B) any license of Proprietary Rights to or violate, from any of the Intellectual Property Acquired Companies, with or without the right to sublicense the same, on an exclusive basis; (C) joint development agreements; (D) any agreement by which any of the Acquired Companies acquired any ownership right to the Company Proprietary Rights currently owned by any of the Acquired Companies; (E) any agreement under which any of the Acquired Companies undertakes any ongoing annual royalty or payment obligations in excess of $50,000 with respect to a Company Proprietary Right (including payment frequency and amount); (F) any agreement under which any of the Acquired Companies grants an option relating to any Company Proprietary Rights; (G) any agreement under which any party is granted any right to access Company Source Code or to use Company Source Code to create derivative works of Company Products; (H) any agreement pursuant to which any of the Acquired Companies has deposited or is required to deposit with an escrow agent or any other Person Company Source Code, and further describes whether the execution of this Agreement or the consummation of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would Contemplated Transactions could reasonably be expected to result in a Material Adverse Effect. Investview the release or disclosure of Company Source Code; and its subsidiaries have taken (I) any agreement or other arrangement limiting any Acquired Companies’ ability to transact business in any market, field or geographical area or with any Person, or that restricts the use, transfer, delivery or licensing of Company Proprietary Rights (or any tangible embodiment thereof); and
(ii) Part 2.14(f)(ii) lists all reasonable steps necessary licenses, sublicenses and other agreements to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None which any of the Intellectual Property employed by Investview or its subsidiaries has been obtained or Acquired Companies is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or a party and pursuant to which any of its subsidiaries orthe Acquired Companies is authorized to use any Proprietary Rights owned by any Person, to excluding standardized nonexclusive licenses for “off the knowledge of Investview, shelf” or other software widely available through regular commercial distribution channels on standard terms and conditions and obtained by any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted the Acquired Companies in the ordinary course of business), at a cost not exceeding $50,000 per license.
(g) None of the Acquired Companies has entered into any written or oral contract, agreement, license or other arrangement to indemnify any other Person against any charge of infringement of any Company Proprietary Rights, other than indemnification provisions contained in standard sales agreements to customers or end users arising in the ordinary course of business, the forms of which have been made available to Purchaser or its counsel.
(h) Part 2.14(h) of the Company Disclosure Schedule lists each Company Product that contains any software that may be subject to an open source or general public license, such as the GNU Public License, Lesser GNU Public License or Mozilla Public License that (i) could require, or could condition the use or distribution of such Company Product on, the disclosure, licensing or distribution of any source code for any portion of such Company Product, or (ii) could otherwise impose any limitation, restriction or condition on the right or ability of any of the Acquired Companies to use or distribute any Company Product, a description of such Company Product and such open source or general public license applicable to such Company Product.
(i) To the Acquired Companies’ Knowledge, no Employee is in violation of any term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of any such Employee with any of the Acquired Companies.
(j) The Acquired Companies do not jointly own, license or claim any right, title or interest with any other Person of any Company Proprietary Rights. Investview and its subsidiaries No current or former officer, manager, director, partner, member, Employee, consultant or independent contractor of any of the Acquired Companies has any right, title or interest in, to or under the Company Proprietary Rights in which any of the Acquired Companies has (or purports to have) any right, title or interest that has not been exclusively assigned, transferred or licensed to any of the Acquired Companies.
(k) No Person has asserted or, to the Acquired Companies’ Knowledge, threatened a claim, nor to the Acquired Companies’ Knowledge, are not there any facts which could give rise to a claim, which would adversely affect the ownership rights to, or rights under, the Company Proprietary Rights, or any contract, agreement, license or any other arrangement under which any of the Acquired Companies claims any right, title or interest under the Company Proprietary Rights or restricts in any material respect the use, transfer, delivery or licensing by any of the Acquired Companies of the Company Proprietary Rights or Company Products.
(l) None of the Acquired Companies is subject to any judgmentproceeding or outstanding decree, order, writjudgment or stipulation restricting in any manner the use, injunction transfer or decree licensing of the Company Proprietary Rights by any of the Acquired Companies, the use, transfer or licensing of any court Company Product by any of the Acquired Companies, or which may affect the validity, use or enforceability of the Company Proprietary Rights.
(m) Except as set forth in Part 2.14(m) of the Company Disclosure Schedule, to the Acquired Companies’ Knowledge, no Company Proprietary Rights have been infringed or misappropriated by any Person.
(n) None of the Acquired Companies has any right, title or interest in any Patent.
(o) Part 2.14(o) of the Company Disclosure Schedule accurately identifies and describes as of the date of this Agreement each action, filing and payment (including payment for any maintenance and renewals fees) that must be taken or made on or before the date that is six months after the date of this Agreement in order to maintain Registered Trademarks owned by the Acquired Companies in full force and effect to the extent such Registered Trademarks are presently enforceable.
(p) No Person has asserted or threatened a claim, nor, to the Acquired Companies’ Knowledge, are there any facts which could give rise to a claim, that any Company Product (or any Governmental Entity, nor has Investview Company Proprietary Right embodied in any Company Product) infringes or misappropriates any of its subsidiaries entered into third-party Proprietary Rights.
(q) The Acquired Companies have not disclosed or become a party delivered to any agreement made in settlement Person, or permitted the disclosure or delivery to any escrow agent or other Person of, any Company Source Code. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of any pending time) will, or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would could reasonably be expected to to, result in the disclosure or delivery to any Person of any Company Source Code; and
(r) The Acquired Companies have complied in all material respects with all obligations to protect the confidentiality of any confidential information provided by any Person to any of the Acquired Companies, no written claim has been asserted by any Person against any of the Acquired Companies that any of the Acquired Companies has failed to comply with any of the Acquired Companies’ obligations to protect the confidential information of such Person and the Acquired Companies are not aware of any facts which could give rise to a Material Adverse Effectclaim by any Person that any of the Acquired Companies has failed to protect the confidentiality of any confidential information provided by such Person.
(s) Except with respect to demonstration or trial copies, no product, system, program or software module designed, developed, sold, licensed or otherwise made available by any of the Acquired Companies to any Person, including without limitation any Company Product, contains any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components designed to permit unauthorized access or to disable or erase software, hardware or data without the consent of the user.
(t) The Acquired Companies are not and have never been members or promoters of, or contributors to, any industry standards body or similar organization that could require or obligate any of the Acquired Companies to grant or offer to any other Person any license or right to any Company Proprietary Rights. The Acquired Companies own or have a valid right to access and use all computer systems, networks, hardware, software, databases, websites and equipment used to process, store, maintain or operate any data, information and functions used in connection with the business of the Acquired Companies, including sufficient number of licenses for any software provided by any Person (“Third-Party Software”) used by the Acquired Companies. The Acquired Companies are not in breach or default, in any material respect, of any Contracts pursuant to which any of the Acquired Companies has received a license or the right to access Third-Party Software, the Acquired Companies are not using the Third-Party Software outside the scope of the license or right to access provided by any Person, and the Acquired Companies’ use of the Third-Party Software is not in excess of the number of licenses paid for by the Acquired Companies.
Appears in 2 contracts
Samples: Acquisition Agreement (Gevo, Inc.), Acquisition Agreement (Gevo, Inc.)
Intellectual Property. Investview (a) Section 4.16(a) of the Company Disclosure Schedule sets forth a true and complete list of all Registered Intellectual Property and material unregistered Trademarks owned by the Company and its subsidiaries Subsidiaries. The Company and its Subsidiaries own free and clear of all Liens (other than Permitted Encumbrances) all the Intellectual Property that is owned or possess purported to be owned by the right Company and its Subsidiaries (the “Owned Company IP”) or have sufficient rights to use all patentsIntellectual Property that is used in their respective businesses as currently conducted (the “Company IP”). All of the Owned Company IP is valid and enforceable in the applicable jurisdiction.
(b) The conduct of the businesses of the Company and each of its Subsidiaries does not infringe, patent applicationsdilute, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary misappropriate or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration otherwise violate any material Intellectual Property rights of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to third party. To the knowledge of Investviewthe Company, neither Investview nor any as of its subsidiariesthe date hereof, whether through their respective products and services or the conduct of their respective businessesno third party is infringing, has infringeddiluting, misappropriated, conflicted with misappropriating or otherwise violatedviolating any material Owned Company IP.
(c) There are no material Actions or Judgments pending that have been served, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investviewthe Company, filed but not served or threatened, that seek to cancel, limit or challenge the ownership, validity, registerability, enforceability, or use of or right to use any Owned Company IP.
(d) The Company and its Subsidiaries take reasonable measures to maintain, preserve, police and protect the Owned Company IP, including the confidentiality of their respective officersall owned Trade Secrets, directors and to the Company’s knowledge, no material owned Trade Secrets have been used, disclosed or employees. All discovered by any Person except pursuant to valid and appropriate non-disclosure and/or license agreements.
(e) The Company and its Subsidiaries have policies in place requiring employees who develop Intellectual Property owned or exclusively licensed by Investview on behalf of the Company and its Subsidiaries to assign such Intellectual Property to the Company or its subsidiaries is free Subsidiaries. To the knowledge of the Company, the Company and clear its Subsidiaries have obtained assignments of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in Intellectual Property on behalf of the ordinary course of business). Investview Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Subsidiaries by employees who develop Intellectual Property or which would reasonably be expected to result in a Material Adverse Effecton behalf of the Company and its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Caribou Coffee Company, Inc.), Merger Agreement (Peets Coffee & Tea Inc)
Intellectual Property. Investview The Borrower and its subsidiaries own each Restricted Subsidiary owns, or possess the right has a license to use use, all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications Intellectual Property that is necessary for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with its business as currently conducted or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violatingproposed to be conducted, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, without conflict with or violation of, any Intellectual Property the rights of any other person Person, except to the extent any such conflict, individually or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedaggregate, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would not reasonably be expected to result in have a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such No Intellectual Property from their employees and contractors and used by the Borrower or any Restricted Subsidiary in the operation of its business infringes upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to protect the confidentiality of all of their confidential information and trade secretshave a Material Adverse Effect. None of the No claim, action, suit, investigation, litigation or proceeding regarding any Intellectual Property employed by Investview owned or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview the Borrower or any of its subsidiaries Restricted Subsidiary is pending against or, to the knowledge of Investviewthe Borrower or any Restricted Subsidiary, threatened in writing against or affecting the Borrower or any Restricted Subsidiary (i) challenging the validity or enforceability of their respective officers, directors or employees. All (A) any Intellectual Property owned by such Borrower or exclusively licensed by Investview Restricted Subsidiary, or its subsidiaries is free and clear (B) Borrower or Restricted Subsidiary’s ownership of all lienssuch Intellectual Property, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in ii) alleging that the ordinary course operation of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court the Borrower or any Governmental EntityRestricted Subsidiary’s business, nor has Investview including Borrower or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their Restricted Subsidiary’s use of any Intellectual Property owned by such Borrower or which Restricted Subsidiary, infringes, misappropriates, dilutes or otherwise violates any other intellectual property rights of any Person, or (iii) alleging that the Intellectual Property is being licensed or sublicensed in violation or contravention of the terms of any license or other agreement, that, individually or in the aggregate, would reasonably be expected to result have a Material Adverse Effect. To the knowledge of the Borrower or any Restricted Subsidiary, no Person is engaging in any activity that infringes, misappropriates, dilutes or otherwise violates the Intellectual Property owned by such Borrower or Restricted Subsidiary that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Superpriority Secured Debtor in Possession Credit and Guaranty Agreement (Fusion Connect, Inc.), Super Senior Secured Credit Agreement (Fusion Connect, Inc.)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”a) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, The Company has made available to the knowledge Parent prior to the date of Investview, neither Investview nor any this Agreement a true and complete list of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of all Registered Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect exclusively to, the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries orSubsidiaries, to indicating for each item (other than Domain Names) the knowledge owner, the registration or application number, the applicable filing jurisdiction, and the status of Investview, such application or registration.
(b) All Company Intellectual Property that is owned by the Company or any of their respective officers, directors or employees. All Intellectual Property its Subsidiaries is owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrancesexclusive licenses, defects and options held by others to own, license or other restrictions encumber the same. Each material item of Company Intellectual Property is subsisting and has not expired, been cancelled, or been abandoned, and to the Company’s Knowledge is valid and enforceable.
(c) Neither the Company nor any of its Subsidiaries has granted to any Person a joint ownership interest in, or has granted or permitted any Person to retain, any exclusive rights that remain in effect in, any Intellectual Property that is or was Company Intellectual Property and is material to the conduct of the businesses of the Company and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries has transferred to any Person in the prior three (3) years ownership of any Intellectual Property that was Company Intellectual Property and that at the time of the transfer was material to the conduct of the businesses of the Company and its Subsidiaries, taken as a whole.
(d) The Company and its Subsidiaries own, license, sublicense or otherwise possess legally enforceable and sufficient rights to use all Intellectual Property necessary to conduct the business of the Company and its Subsidiaries as currently conducted in all material respects.
(e) The Company has made available to the Parent prior to the date of this Agreement a true and complete list of all material Company Products. Each Company Product and the conduct of the business of the Company and its Subsidiaries, as currently conducted, and as conducted during the past three (3) years, does not and has not infringe(d), violate(d) or constitute(d) a misappropriation of any Intellectual Property of any third party, or constitute(d) unfair competition or trade practices under applicable law, in each case, other than non-exclusive licenses granted any such infringement, violation or misappropriation that, individually or in the ordinary course aggregate, is not reasonably likely to have a Company Material Adverse Effect. As of business). Investview and its subsidiaries are not subject to any judgmentthe date of this Agreement, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview no Action is pending naming the Company or any of its subsidiaries entered into Subsidiaries as defendant, nor has any of them received any written claim or become notice within the past three (3) years from any Person naming the Company or any of its Subsidiaries or, to the Company’s Knowledge, any other Person, as defendant (i) alleging any infringement, violation, misappropriation, or unfair competition or trade practice relating to the use of a party Company Product or the conduct of the business of the Company and its Subsidiaries or (ii) advising that such Person is challenging or threatening to any agreement made in settlement challenge the ownership, use, validity or enforceability of any pending Company Intellectual Property.
(f) In each case in which the Company or threatened litigationany of its Subsidiaries has engaged or hired an employee, which materially restricts consultant or impairs their use contractor (whether current or former) for the purpose of developing or creating any Intellectual Property for any of them, the Company or any of its Subsidiaries, as the case may be, has obtained an assignment or transfer of all such Intellectual Property to the Company or any of its Subsidiaries.
(g) The Company and each of its Subsidiaries has implemented and enforced commercially reasonable measures to maintain the confidentiality of the Company Intellectual Property that it owns and of any Intellectual Property provided to it by any other Person with an obligation to maintain in confidence, in each case, of a nature whose value is derived from it being kept confidential. Without limiting the generality of the foregoing, the Company and its Subsidiaries have, and enforce, a policy requiring each employee, consultant and independent contractor that has access to any such Intellectual Property to execute a confidentiality agreement that obligates such Person to maintain the confidentiality thereof.
(h) To the Company’s Knowledge, no third party is infringing, violating or misappropriating any of the Company Intellectual Property. Neither the Company nor any of its Subsidiaries has brought any Action or provided any notice threatening any Action against any third party concerning the foregoing, in each case, that remains unresolved.
(i) The Company has made available to the Parent prior to the date of this Agreement true and complete copies of all contracts and agreements pursuant to which would reasonably be expected Company or any of its Subsidiaries has licensed and/or acquired from or otherwise been granted by a third party (a) any Software embedded in or distributed with any Company Product that is material to any such Company Product, not including any Software licensed pursuant to Open Source Licenses or off the shelf commercially available Software having a purchase price of under $10,000, and (b) any hardware or Software that is critical to the infrastructure, grid management or connectivity of any Company Product or that is critical to the Company and its Subsidiaries taken as a whole (“In-Licenses”).
(j) The Company has made available to the Parent prior to the date of this Agreement true and complete copies of all contracts and agreements (i) pursuant to which the Company or any of its Subsidiaries (A) has granted any third party any licenses to any material Company Intellectual Property other than Ordinary Course Licenses, or (B) granted any license to any Company Product, other than Ordinary Course Licenses. (The foregoing, together with the Ordinary Course Licenses, the “Out-Licenses,” and together with the In-Licenses, the “IP Contracts”).
(k) The consummation of the transactions contemplated hereby will not (i) in any material respect, violate or result in the material breach, modification, cancellation, termination, or suspension of any IP Contract, (ii) result in the release of any Source Code or other proprietary confidential Intellectual Property of the Company or the Surviving Corporation or in the granting of any right or licenses to any Company Intellectual Property to any third party, or (iii) subject the Company or any of its Subsidiaries to any non-compete or other restriction on the operation or scope of their respective businesses in any IP Contract. All IP Contracts shall survive the Closing in accordance with their terms for the benefit of the Surviving Corporation, and, as of immediately after the Closing, the Surviving Corporation will be permitted to exercise all of the Company’s and its Subsidiaries’ rights under all IP Contracts that they had prior to the Closing.
(l) Neither the Company nor any of its Subsidiaries has (i) granted, nor is any of them obligated to grant, access or rights to any of its Source Code in or for any Company Products, (ii) rendered any of its Source Code subject to any Open Source License, (iii) licensed, distributed or used any material Software in material breach of the terms of any Open Source License, or (iv) licensed or granted a Material Adverse Effectthird party the right to obtain any of its Source Code in any Company Product or Software owned by the Company or any of its Subsidiaries (including in any such case, any conditional right to access, or under which Company or any of its Subsidiaries has established any escrow arrangement for the storage and conditional release of any Source Code).
(m) As of the date of this Agreement, no Action by any third party is pending against the Company or any of its Subsidiaries, nor has any of them received any written claim or notice and since January 1, 2013 with respect to any material warranty claim relating to any Company Products (including with respect to any material delay, defect, deficiency, or security or service level failure of any product, or quality of any service) or with respect to the material breach of any material agreement (including any Out-License) under which such Company Products have been supplied or provided, in each case, which remains unresolved.
(n) No Software included in any Company Product that was developed by the Company or any of its Subsidiaries, or to the Company’s Knowledge, by any third party, contains any undisclosed disabling codes or instructions, “time bombs,” “Trojan horses,” “back doors,” “trap doors,” “worms,” viruses, bugs, faults, security vulnerabilities or other software routines or hardware components that (i) enable or assist any Person to access without authorization or disable or erase the Company Products, (ii) otherwise significantly adversely affect the functionality of the Company Products or (iii) gain unauthorized acquisition of or access to Protected Information created, received, maintained or transmitted through those Company Products.
Appears in 2 contracts
Samples: Merger Agreement (Demandware Inc), Agreement and Plan of Merger (Salesforce Com Inc)
Intellectual Property. Investview (i) Except as set forth on Schedule 3(p)(i), to the Company’s knowledge, all applicable registrations for the Company’s and its subsidiaries own Subsidiaries’ intellectual property are valid and enforceable.
(ii) The Company or possess its Subsidiaries owns, or has the right to use pursuant to a valid and binding written agreement, all patents, patent applications, inventions, licenses, know-how intellectual property and computer software used in or necessary for the operation of its respective businesses as presently conducted (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Company Intellectual Property”) necessary ), and all material Company Intellectual Property which the Company uses pursuant to conduct their business as presently conducted a valid and currently binding written agreement that is assignable in connection with the transactions contemplated hereby will, immediately subsequent to the date of the Closing, continue to be conducted used by the Company or its Subsidiaries on terms which are identical to those which the Company or its Subsidiaries, immediately prior to the date of the Closing, has the right to use such item. The Company Intellectual Property is sufficient for the Company to carry on the business of the Company and its Subsidiaries as currently conducted. The Company Intellectual Property includes all material intellectual property and computer software used or held for use in connection with the future operation of the Company’s or its Subsidiaries’ respective businesses as currently conducted, and, to the knowledge Company’s knowledge, there are no other material items of Investviewintellectual property or computer software that are used in or necessary for the operation of such businesses as currently conducted or for the continued operation of such businesses as currently conducted.
(iii) To the Company’s knowledge, neither Investview nor any of the Company and its subsidiariesSubsidiaries, whether through their respective products and services or the conduct operation of their respective businesses, has infringedand the Company Intellectual Property do not infringe, misappropriated, conflicted with misappropriate or otherwise violatedviolate any intellectual property of any third parties. Except as set forth on Schedule 3(p)(iii), (A) neither the Company nor its Subsidiaries is a party to any proceeding before any governmental authority alleging that the Company or its Subsidiaries the operation of their respective businesses, or the Company Intellectual Property is currently infringing, misappropriating, conflicting with misappropriating or otherwise violatingviolating any intellectual property of any third party, and none of Investview (B) neither the Company nor its Subsidiaries has received written notice from any Person alleging that the Company or its subsidiaries have received any heretofore unresolved communication Subsidiaries, their respective businesses or notice of infringement of, misappropriation of, conflict with or violation of, any the Company Intellectual Property infringe, misappropriate or otherwise violate any intellectual property of any other person third party, (C) there is no claim against the Company or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in Subsidiaries currently pending or, to the SEC Reports or as otherwise currently conductedCompany’s knowledge, such parties would infringethreatened, misappropriate, conflict with, or violate, any of with respect to the Intellectual Property of any other person or entity. Investview knows of no alleged infringement, misappropriation or other violation by others the Company or its Subsidiaries of the intellectual property of any third party, (D) no proceeding before any governmental authority or claim by the Company or its Subsidiaries is currently pending against a third party with respect to the alleged infringement, misappropriation or other violation of any Company Intellectual Property that is owned solely and exclusively by the Company and/or its Subsidiaries (“Company Owned Intellectual Property”) and (E) to the Company’s knowledge, no third party is currently infringing, misappropriating or licensed otherwise violating any Company Owned Intellectual Property.
(iv) Except as set forth on Schedule 3(p)(iv), neither (i) the Company Owned Intellectual Property, nor (ii) to Investview the Company’s knowledge, any other material Company Intellectual Property, is subject to any Liens.
(v) The Company or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have Subsidiaries, as applicable, has taken all commercially reasonable steps necessary actions to secure their interests in such Intellectual Property from their employees and contractors and to protect maintain the confidentiality of all of their its trade secrets, confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectproprietary rights.
Appears in 2 contracts
Samples: Subscription Agreement (SFX Entertainment, INC), Subscription Agreement (SFX Entertainment, INC)
Intellectual Property. Investview (a) To the Knowledge of the Company, the Company and each of its subsidiaries own Subsidiaries owns, is licensed or possess otherwise has the legal right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in Liens that is material to the ordinary course conduct of business). Investview the business of the Company and its subsidiaries are not subject to any judgmentSubsidiaries, ordertaken as a whole.
(b) To the Knowledge of the Company, writ, injunction no person is challenging or decree of any court questioning the validity or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use effectiveness of any Intellectual Property Property, or which of any license or agreement relating to the Intellectual Property, or infringing on, misappropriating, diluting or otherwise violating any right of the Company or its Subsidiaries, except for such items that, individually or in the aggregate, have not had or would not reasonably be expected to result in have a Company Material Adverse Effect.
(c) Neither the Company nor any of its Subsidiaries has received any written notice of any pending claim with respect to any Intellectual Property and the Company and its Subsidiaries have no Knowledge of any basis for such a claim.
(d) The Company and its Subsidiaries have taken all actions reasonably necessary to maintain and protect each item of Intellectual Property.
(e) No settlement agreements, consents, judgments, orders, forbearance to xxx or similar obligations limit or restrict the Company's or any Subsidiaries' rights in and to any Intellectual Property, except as would not reasonably be expected to have a Company Material Adverse Effect.
(f) To the Knowledge of the Company, the conduct of the businesses of the Company and its Subsidiaries does not infringe, violate or dilute any intellectual property rights of any Person, except as would not reasonably be expected to have a Company Material Adverse Effect.
(g) The Company and its Subsidiaries are not, nor will be, as a result of the consummation of this Agreement, in violation in any material respect of any agreement relating to any Intellectual Property.
(h) The Company and its Subsidiaries have taken all reasonable precautions to protect the secrecy, confidentiality, and value of its trade secrets and the proprietary nature and value of the Intellectual Property.
(i) Except as would not reasonably be expected to have a Company Material Adverse Effect, the consummation of the transactions contemplated hereby will not result in the loss or impairment of the Company's and its Subsidiaries' rights to own or use any of the Intellectual Property, nor will such consummation require the consent of any third party in respect of any Intellectual Property.
(j) For the purposes of this Agreement, "Intellectual Property" means all of the following as they exist in any jurisdiction throughout the world, in each case, to the extent owned by, licensed to, or otherwise used or held for use by the Company or its Subsidiaries:
Appears in 2 contracts
Samples: Merger Agreement (Bush Boake Allen Inc), Merger Agreement (International Flavors & Fragrances Inc)
Intellectual Property. Investview (a) Schedule 4.26(a) contains a complete and its subsidiaries own or possess accurate list of all (i) registered Trademarks, (ii) Trademarks which are the right to use all patentssubject of a pending application for registration, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, iii) domain names, copyrights(iv) registered Copyrights, and other intellectual property(v) Copyrights which are the subject of a pending application for registration, owned by the Company or its Subsidiaries, the name of the owner of such Intellectual Property, and registrations where applicable the registration number, application number and country of registration or application. The Company and its Subsidiaries do not own any issued patents or pending applications for registration of patents in any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entityjurisdiction. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any All of the Intellectual Property of any other person or entitylisted on Schedule 4.26(a) is valid, subsisting and enforceable. Investview knows of no infringementExcept as set forth on Schedule 4.26(a), misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview the Company and its subsidiaries have taken Subsidiaries are the sole owner of all reasonable steps necessary to secure their interests right, title and interest in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or listed on Schedule 4.26(a). The Company and its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, Subsidiaries have good and marketable title to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is listed on Schedule 4.26(a) free and clear of all liensLiens.
(b) The Company and its Subsidiaries own or otherwise have a valid and enforceable right to exploit all of the Intellectual Property exploited in connection with the operation of Company’s business, encumbrancesand the business of each Subsidiary, defects as presently conducted.
(c) Since January 1, 2005, except as set forth on Schedule 4.26(c), no other Person has asserted against the Company or any Subsidiary any claims or demands (including but not limited to claims of infringement, misappropriation or other restrictions conflict with the asserted rights of other Persons, invalidity, unenforceability, breach of contract, or demand for royalty or audit) with respect to any Intellectual Property owned, possessed, used or otherwise exploited by the Company or any Subsidiary or any IP License.
(other than non-exclusive licenses granted in d) Since January 1, 2005, except as set forth on Schedule 4.26(d), the ordinary course of business). Investview Company and its subsidiaries are Subsidiaries have not subject asserted against any other Person any claims or demands (including but not limited to claims of infringement, misappropriation or conflict with the asserted rights of the Company or its Subsidiaries, invalidity, unenforceability, breach of contract, or demand for royalty or audit) with respect to any judgmentIntellectual Property owned, orderpossessed, writ, injunction used or decree of otherwise exploited by any court other Person or any Governmental EntityIP License.
(e) Schedule 4.26(e) contains a complete and accurate list of all IP Licenses between the Company or its Subsidiaries and any other Person in force as of the Initial Closing Date. To the Knowledge of the Company, nor has Investview or any each of its subsidiaries entered into or become a the IP Licenses is in full force and effect, is enforceable against each of the parties thereto, no party to any agreement made such IP License is currently in settlement material breach or default under any such IP License, and no condition exists that with notice or lapse of time or both would constitute a breach or default thereunder by any pending party to any such IP License or threatened litigationgive any party to such IP License the right to terminate, which materially restricts extend or impairs their use of modify such IP License or the Company’s or its Subsidiaries’ ownership or other rights in or to any Intellectual Property or which would reasonably be expected Property. A copy of each IP License was provided to result in a Material Adverse Effectthe Investors and such copy represents the complete agreement between the parties thereto as of the Initial Closing Date.
Appears in 2 contracts
Samples: Loan and Security Agreement (Image Entertainment Inc), Securities Purchase Agreement (Image Entertainment Inc)
Intellectual Property. Investview Except as disclosed in Section 4.13 of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, (a) to the knowledge of the Company, the conduct of the business of the Company and the Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party, and no claim has been asserted to the Company in writing that the conduct of the business of the Company and the Subsidiaries as currently conducted infringes upon or may infringe upon or misappropriates the Intellectual Property rights of any third party; (b) with respect to each item of Intellectual Property owned by the Company or any Subsidiary and used in the business of the Company and the Subsidiaries as currently conducted (“Company Owned Intellectual Property”), the Company or any Subsidiary is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the continued operation of its subsidiaries own respective business; (c) with respect to each item of Intellectual Property licensed to the Company or possess any Subsidiary that is used in the business of the Company and the Subsidiaries as currently conducted (“Company Licensed Intellectual Property”), the Company or any Subsidiary has the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration such Company Licensed Intellectual Property in the continued operation of any its respective business in accordance with the terms of the foregoing (collectively, “license agreement governing such Company Licensed Intellectual Property”; (d) necessary to conduct their business as presently conducted and currently contemplated to be conducted the Company Owned Intellectual Property has not been adjudged invalid or unenforceable in the future whole or in part and, to the knowledge of Investviewthe Company, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any registered Company Owned Intellectual Property is valid and enforceable; (e) to the knowledge of the Company, no person is engaging in any other person or entity. Neither Investview nor any activity that infringes upon the Company Owned Intellectual Property; (f) each license of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, Company Licensed Intellectual Property is binding on the Company and any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries orSubsidiaries party thereto and, to the knowledge of Investviewthe Company, any each of their respective officersthe other parties thereto, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries and is free in full force and clear effect; (g) to the knowledge of all liensthe Company, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a no party to any agreement made license of the Company Licensed Intellectual Property is in settlement breach thereof or default thereunder; and (h) neither the execution of this Agreement nor the consummation of any pending or threatened litigation, which materially restricts or impairs their use transaction contemplated hereby will adversely affect any of any the Company’s rights with respect to the Company Owned Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectthe Company Licensed Intellectual Property.
Appears in 2 contracts
Samples: Merger Agreement (Corn Products International Inc), Merger Agreement (Bunge LTD)
Intellectual Property. Investview (a) Section 4.16(a) of the Seller Disclosure Letter sets forth a true and complete list of all Owned Intellectual Property that is registered or subject of a pending application and included in the Acquired Assets (the “Registered Owned Intellectual Property”), indicating for each item the registration or application number, the date of filing or issuance, the applicable filing jurisdiction, names of all current applicant(s) and registered owner(s), as applicable. Seller and its subsidiaries Subsidiaries have complied with all necessary requirements to preserve and maintain each item of Registered Owned Intellectual Property in full force and effect.
(b) Seller and its Subsidiaries own or possess have the right to use all patents, patent applications, inventions, licenses, know-how Intellectual Property and IT Assets included in the Acquired Assets that are used in or held for use in (including trade secrets i) the Wound Care Products and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”ii) necessary to conduct their respective business as presently conducted (collectively, the “Seller Intellectual Property”), and currently contemplated none of the Transactions will impair or otherwise adversely affect any such rights. All Registered Owned Intellectual Property that is subject of a registration is valid, subsisting and enforceable, and is not subject to any outstanding order, judgment, decree or Contract adversely affecting or that could adversely affect Seller’s or its Subsidiaries’ use of, or its rights to, Registered Owned Intellectual Property.
(c) Seller and its Subsidiaries solely and exclusively own all Intellectual Property owned or purported to be conducted owned by Seller or any of its Subsidiaries and included in the future andAcquired Assets (“Owned Intellectual Property”), to free and clear of Liens, other than Permitted Liens.
(d) The products and services of, and conduct of the knowledge businesses of, Seller and its Subsidiaries as currently sold or conducted, and the research, development, labeling, manufacture, use, sale, offer for sale, importation, and other distribution or commercial exploitation of Investviewthe Seller Products, neither Investview as applicable do not infringe upon, dilute, misappropriate or otherwise violate the Intellectual Property rights of any third party. Neither Seller nor any of its subsidiariesSubsidiaries has received any written notice from a third party within the past three years, whether through their respective products and services there are no pending or, to the Knowledge of Seller, threatened claims (including in the form of offers or invitations to license) that (A) assert the conduct infringement, dilution, misappropriation or other violation of their respective businessesany Intellectual Property rights of a third party or (B) except to the extent part of the prosecution history of any Registered Owned Intellectual Property, has infringedchallenge the validity, misappropriatedenforceability, conflicted with priority or otherwise violatedregistrability of, or any right, title or interest of Seller or any of its Subsidiaries with respect to, any Owned Intellectual Property.
(e) To the Knowledge of Seller, no third party is currently infringing, misappropriating, conflicting with misusing, diluting or otherwise violating, and none violating any Owned Intellectual Property. None of Investview Seller or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries Subsidiaries has received made any communication written or, to the Knowledge of Seller, oral claim against any third party alleging the infringement, misappropriation, misuse, dilution or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property violation of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Owned Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Property.
(f) Seller and its subsidiaries Subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and measures to protect and maintain the confidentiality of all Trade Secrets that are owned or held by Seller and its Subsidiaries, as applicable, and included in the Acquired Assets and to the Knowledge of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries Seller, there has been obtained or is being used no unauthorized disclosure by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Seller or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree Subsidiaries of any court such Trade Secrets.
(g) The IT Assets owned, used or any Governmental Entity, nor has Investview held for use by Seller or any of its subsidiaries entered into Subsidiaries and included in the Acquired Assets operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by Seller and its Subsidiaries in connection with their business. To the Knowledge of Seller, such IT Assets are free from any material software defects and do not contain any material “back door,” “time bomb,” “Trojan horse,” “worm,” “virus” or become a party other software routine or hardware component that causes the software or any portion thereof to be erased, inoperable or otherwise incapable of being used, either automatically, with the passage of time or upon command by any agreement made Person. Seller and its Subsidiaries have implemented commercially reasonable backup and disaster recovery technology.
(h) Seller and its Subsidiaries have executed written proprietary information and inventions Contracts with all of their past and present employees who are or who were involved in settlement the creation or development of any pending or threatened litigationthe Seller Products pursuant to which such employees have assigned to Seller and its Subsidiaries all right, which materially restricts or impairs their use of any title and interest in and to all Intellectual Property or which would reasonably be expected for the Seller Products created within the scope of their employment and have agreed to result hold all Trade Secrets of Seller and its Subsidiaries in a Material Adverse Effectconfidence both during and after the term of their employment.
Appears in 2 contracts
Samples: Asset Purchase Agreement, Asset Purchase Agreement (Alliqua BioMedical, Inc.)
Intellectual Property. Investview and (a) Section 3.14(a) of the Company Disclosure Schedule contains a list of (i) each item of Registered IP in which the Company or any of its subsidiaries own Subsidiaries has or possess the right purports to use all patentshave an ownership interest of any nature (whether exclusively, patent applicationsjointly with another person, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or proceduresotherwise), trademarks(ii) the jurisdiction in which such item of Registered IP has been registered or filed and the applicable application, service marksregistration, trade names, domain names, copyrightsor serial or other similar identification number, and (iii) any other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future andperson that, to the knowledge of Investviewthe Company, has an ownership interest in such item of Registered IP and the nature of such ownership interest.
(b) Except as would not reasonably be expected to have a Company Material Adverse Effect or as disclosed in Section 3.14(b) of the Company Disclosure Schedule, the Company and its Subsidiaries have valid and enforceable rights to use all Intellectual Property and Technology used in, or necessary to conduct, the business of the Company or its Subsidiaries as it is currently conducted (the “Company Intellectual Property”), free and clear of all Liens (other than Permitted Encumbrances).
(c) Except as would not reasonably be expected to have a Company Material Adverse Effect, neither Investview the Company nor any of its subsidiariesSubsidiaries has received written notice of any claim that it, whether through their respective products and services or the conduct of their respective businessesbusiness conducted by it, is infringing, diluting, disclosing without authorization or misappropriating or has infringed, misappropriateddiluted, conflicted with disclosed without authorization or otherwise violatedmisappropriated any Intellectual Property right of any person, including any demands or unsolicited offers to license any Intellectual Property. Except as would not reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company, neither the Company nor any of its Subsidiaries nor the business conducted by the Company or any of its Subsidiaries infringes, dilutes, discloses without authorization or misappropriates any Intellectual Property rights of any person or engages in unfair competition or trade practices under the Laws of any relevant jurisdiction. Except as would not reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company, no third party is currently infringing, misappropriatingdiluting, conflicting with disclosing without authorization or otherwise violating, and none of Investview or its subsidiaries have received misappropriating any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice Company Owned IP.
(in each case that has d) Except as would not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in have a Company Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries , there are no pending or, to the knowledge of Investviewthe Company, threatened, Proceedings by any person challenging the validity or enforceability of, or the use or ownership by the Company or any of its Subsidiaries of, any of their respective officersthe Company Intellectual Property, directors or employees. All to the knowledge of the Company, against any Person who may be entitled to be indemnified or reimbursed by the Company or any of its Subsidiaries with respect to such Proceeding.
(e) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries own all right, title and interest in and to all Intellectual Property and Technology owned by, claimed or exclusively licensed by Investview purported to be owned by, or its subsidiaries is created or developed by, for or under the direction or supervision of, the Company or any such Subsidiary (collectively, “Company Owned IP”), free and clear of all liens, encumbrances, defects or other restrictions any Liens (other than Permitted Encumbrances), and all current or former employees, consultants, or contractors of the Company and each such Subsidiary, as applicable, who are participating or have participated in the creation or development of any such Company Owned IP, have executed and delivered to the Company or such Subsidiary a valid and enforceable agreement (i) providing for the non-exclusive licenses granted in disclosure and restricted use by such person of confidential information (ii) providing for the ordinary course of business). Investview and its subsidiaries are not subject assignment by such person to any judgment, order, writ, injunction the Company or decree such Subsidiary of any court Intellectual Property developed or arising out of such person’s employment by or engagement by the Company or such Subsidiary, and (iii) providing for the waiver of any Governmental Entitynon-assignable rights, nor has Investview including moral rights, to such Company Owned IP. Except as would not reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company, no employee of the Company or any of its subsidiaries entered into Subsidiaries is (1) bound by or become a party otherwise subject to any agreement made Contract restricting such employee from performing their duties for the Company or any such Subsidiary or (2) in settlement breach of any pending Contract with any former employer or threatened litigationother person concerning Intellectual Property rights or confidentiality due to their activities as an employee of the Company or any such Subsidiary. Except as would not reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has transferred ownership of (whether a whole or partial interest), or granted any exclusive right to use, any Company Owned IP to any person.
(f) Except as disclosed in Section 3.14(f) of the Company Disclosure Schedule, the Company and its Subsidiaries have taken all actions reasonably necessary to maintain and protect each material item of Company Owned IP. Immediately subsequent to the Effective Time, the Company Intellectual Property shall be owned by or available for use by the Company and its Subsidiaries on terms and conditions materially identical to those under which materially restricts the Company and its Subsidiaries owned or impairs their use used the Company Intellectual Property immediately prior to the Effective Time.
(g) Except as disclosed in Section 3.14(g) of the Company Disclosure Schedule or as would not reasonably be expected to have a Company Material Adverse Effect, neither the execution, delivery, or performance of this Agreement by the Company nor the consummation of the Merger will, with or without notice or the lapse of time, result in, or give any other person the right or option to cause or declare, (i) a loss of, or Lien on, any Company Owned IP; (ii) a breach, termination, suspension, acceleration or modification of any right or obligation under any Company IP Contract; (iii) the release, disclosure or delivery of any Company Owned IP by or to any escrow agent or other person; (iv) the grant, assignment or transfer by the Company or any Subsidiary to any other person of any license or other right or interest under, to, or in any Company Intellectual Property; or (v) payment of any amount or offer of any discounts by the Company or any Subsidiary in connection with any Company Intellectual Property to any person, in each case in a manner other than that in which the Company or any of its Subsidiaries would be obligated had the Transactions not occurred.
(h) Except as would not reasonably be expected to have a Company Material Adverse Effect, no funding, facilities, or personnel of any Governmental Authority or any public or private university, college or other educational or research institution were used, directly or indirectly, to develop or create, in whole or in part, any Company Owned IP.
(i) Section 3.14(i) of the Company Disclosure Schedule contains a list and description of all standard-setting organizations, industry bodies and other standards related activities in which the Company or any of its Subsidiaries has participated in or contributed to, as well as a list of Patents which the Company or any of its Subsidiaries license as a result of its participation in such standards bodies.
(j) Except as would not reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company, no Software used in the operation of the business of the Company and any of its Subsidiaries, including in or for the Company Products (collectively, “Company Software”) contains any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “worm,” “spyware” or “adware” (as such terms are commonly understood in the software industry) or any other code designed or intended to disrupt or disable the operation of, or provide unauthorized access to, a computer system or network or compromise the privacy or data security of a user.
(k) No Source Code for Software included in the Company Owned IP for any Company Product has been delivered, licensed, or made available to any escrow agent or other person who is not, as of the date of this Agreement, an employee of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has any duty or obligation (whether present, contingent or otherwise) to deliver, license, or make available such Source Code for any Company Product to any escrow agent or other person. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to to, result in the delivery, license or disclosure of any such Source Code for any Company Product to any other person who is not, as of the date of this Agreement, an employee of the Company or any of its Subsidiaries.
(l) No Company Software included in the Company Owned IP is subject to any “copyleft” or other obligation or condition (including any obligation or condition under any “open source” license such as the GNU Public License, Lesser GNU Public License, or Mozilla Public License) that (i) could require, or could condition the use or distribution of such Company Software or portion thereof on, (A) the disclosure, licensing or distribution of any Source Code for any portion of such Company Software, or (B) the granting to licensees of the right to make derivative works or other modifications to such Company Software or portions thereof, (C) the licensing under terms that allow the Company Software or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of law), or (D) redistribution at no license fee or (ii) could otherwise impose any limitation, restriction or condition on the right or ability of the Company or any of its Subsidiaries to use, distribute or charge for any such Company Software.
(m) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company IT Assets are adequate for, and operate and perform in accordance with their documentation and functional specifications and otherwise as required in connection with, the operation of the Company’s business and the Company and its Subsidiaries have implemented reasonable backup, security and disaster recovery measures and technology consistent with industry practices in the PRC.
(n) Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries maintain commercially reasonable information security practices with respect to the collection, storage, retention, use, disclosure and disposal of Personal Information, and there has been no unauthorized access to, or misuse of, Personal Information owned or licensed by the Company or any of its Subsidiaries or in the Company’s or any of its Subsidiaries’ possession or control.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shanda Games LTD), Merger Agreement (Shanda Games LTD)
Intellectual Property. Investview and its subsidiaries own or possess Except as would not reasonably be expected to have a Company Material Adverse Effect, (i) the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any conduct of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted of the Company and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiariesSubsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party, whether through their respective products and services or no claim has been asserted to the Company that the conduct of their respective businesses, has infringed, misappropriated, conflicted with the business of the Company or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication Subsidiaries as currently conducted infringes upon or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports may infringe upon or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of misappropriates the Intellectual Property Rights of any other person or entity. Investview knows of no infringementthird party, misappropriation or violation by others (ii) with respect to each item of Intellectual Property owned by the Company or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None Subsidiary of the Company (“Company Owned Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Property”), the Company or any of its subsidiaries orSubsidiaries is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the continued operation of its respective business, (iii) with respect to each item of Intellectual Property licensed to the knowledge Company or a Subsidiary of Investviewthe Company (“Company Licensed Intellectual Property”), any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into Subsidiaries has the right to use such Company Licensed Intellectual Property in the continued operation of its respective business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property, (iv) to the Company’s Knowledge, the Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or become a unenforceable in whole or in part, (v) to the Company’s Knowledge, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property, (vi) to the Company’s Knowledge, each license of the Company Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect, (vii) to the Company’s Knowledge, no party to any agreement made license of the Company Licensed Intellectual Property is in settlement breach thereof or default thereunder and (viii) neither the execution of this Agreement nor the consummation of any pending or threatened litigation, which materially restricts or impairs their use Transaction shall adversely affect any of any the Company’s rights with respect to the Company Owned Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectthe Company Licensed Intellectual Property.
Appears in 2 contracts
Samples: Merger Agreement (Theragenics Corp), Merger Agreement (Michas Alexis P)
Intellectual Property. Investview and The Company or its subsidiaries Subsidiaries own or possess the right have a valid license to use all patentsIntellectual Property necessary for the conduct of its businesses as currently conducted, patent applicationsfree and clear of all Liens (other than Permitted Liens), inventionsroyalty or other payment obligations (except for royalties or payments with respect to off-the-shelf software at standard commercial rates). Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, (i) the Intellectual Property owned or purported to be owned by the Company is valid and enforceable and has not been cancelled, forfeited, expired or abandoned, (ii) to the Company’s Knowledge, the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate, the Intellectual Property rights of any person, (iii) neither the Company nor any of its Subsidiaries has received notice challenging the validity or enforceability of any material Intellectual Property right of the Company or its Subsidiaries, (iv) to the Company’s Knowledge, no person is infringing, misappropriating or otherwise violating any Intellectual Property right owned by and/or licensed to the Company or its Subsidiaries and (v) none of the Company or any of its Subsidiaries is, nor will any of them be as a result of the execution and delivery of this Agreement or the performance by the Company of its obligations hereunder, in violation of any material Intellectual Property licenses, know-how (including trade secrets sublicenses and other unpatented and/or unpatentable proprietary agreements as to which the Company or confidential information any of its Subsidiaries is a party and pursuant to which the Company or procedures)any of its Subsidiaries is authorized to use any third-party patents, trademarks, service marks, copyrights, trade secrets or software, and neither the Company nor any of its Subsidiaries has received notice challenging the Company’s or any of its Subsidiaries’ license or legally enforceable right to use any third-party Intellectual Property rights. Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company, the Company and its Subsidiaries have taken commercially reasonable actions to avoid the abandonment, cancellation or unenforceability of all material Intellectual Property owned or licensed, respectively, by the Company and its Subsidiaries. For purposes of this Agreement, “Intellectual Property” means trademarks, service marks, brand names, internet domain names, copyrightslogos, symbols, certification marks, trade dress and other indications of origin, the goodwill associated with the foregoing and registrations in any jurisdiction of, and other intellectual propertyapplications in any jurisdiction to register, the foregoing, including any extension, modification or renewal of any such registration or application; patents, applications for patents (including divisions, continuations, continuations in part and renewal applications), all improvements thereto, and any renewals, extensions or reissues thereof, in any jurisdiction; trade secrets; copyrights and registrations and or applications for registration of copyrights in any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violatingjurisdiction, and none of Investview any renewals or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectextensions thereof.
Appears in 2 contracts
Samples: Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (Bancorp of New Jersey, Inc.)
Intellectual Property. Investview and its subsidiaries own Except as would not reasonably be expected, individually or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future andaggregate, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Effect on Company:
(a) Each of Company and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees Subsidiaries (A) solely owns (beneficially, and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries orrecord where applicable), to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted entered into in the ordinary course of business), all right, title and interest in and to its respective Owned Intellectual Property, and (B) has valid and sufficient rights and licenses to all of the Licensed Intellectual Property. Investview The Owned Intellectual Property is subsisting and, to the Knowledge of Company, valid and enforceable. To the Knowledge of Company, the Owned Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property used in or necessary for the operation of the respective businesses of Company and each of its Subsidiaries as presently conducted. Each of Company and its subsidiaries are Subsidiaries has sufficient rights to use all Intellectual Property used in its respective business as presently conducted.
(b) To Company’s Knowledge, the operation of Company and each of its Subsidiary’s respective businesses as presently conducted does not subject to any judgmentinfringe, orderdilute, writ, injunction misappropriate or decree otherwise violate the Intellectual Property rights of any court or any Governmental Entitythird person, nor and no person has Investview asserted in writing that Company or any of its subsidiaries entered into Subsidiaries has materially infringed, diluted, misappropriated or become a party to otherwise violated any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any third person’s Intellectual Property rights. To Company’s Knowledge, no third person has infringed, diluted, misappropriated or otherwise violated any of Company’s or any of its Subsidiary’s rights in the Owned Intellectual Property.
(c) Company and each of its Subsidiaries has taken reasonable measures to protect (A) their rights in their respective Owned Intellectual Property and (B) the confidentiality of all Trade Secrets that are owned, used or held by Company or any of its Subsidiaries, and to Company’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any person except pursuant to appropriate non-disclosure agreements which would reasonably be expected have not been breached. To Company’s Knowledge, no person has gained unauthorized access to result Company’s or its Subsidiaries’ IT Assets.
(d) Company’s and each of its Subsidiary’s respective IT Assets operate and perform as required by Company and each of its Subsidiaries in a Material Adverse Effectconnection with their respective businesses and have not materially malfunctioned or failed within the past two years. Company and each of its Subsidiaries has implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices. Company and each of its Subsidiaries is compliant with all applicable laws, rules and regulations, and their own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees.
(e) For purposes of this Agreement,
Appears in 2 contracts
Samples: Merger Agreement (Marshall & Ilsley Corp), Merger Agreement (Bank of Montreal /Can/)
Intellectual Property. Investview Except as disclosed in Schedule G
(i) the IsoTis Intellectual Property represents all of the patents and its subsidiaries own patent applications filed in the name of or possess on behalf of IsoTis or an IsoTis Subsidiary or wholly or partially controlled by IsoTis or an IsoTis Subsidiary or assigned or licensed to IsoTis or an IsoTis Subsidiary at the time of the execution of this Agreement,
(ii) IsoTis, or an IsoTis Subsidiary, as the case may be, is the record owner of certain IsoTis Intellectual Property as evidenced by the appropriate assignment document recorded with the US Patent and Trademark Office or other foreign patent office or other applicant information. No rights in and to the IsoTis Intellectual Property that are material to the IsoTis Business have been transferred, conveyed or otherwise assigned except as identified in the agreements listed in the attached Schedule G,
(iii) IsoTis or an IsoTis Subsidiary as the case may be has the right to use all patentslicense or sub-license certain IsoTis Intellectual Property to third parties and has the rights to bring actions for the infringement or misappropriation of its rights in the IsoTis Intellectual Property,
(iv) IsoTis, or an IsoTis Subsidiary, as the case may be, has not expressly abandoned any patent applicationsor patent application material to its business activities identified as being IsoTis Intellectual Property as of the date of execution of this Agreement and believes such patents and patent applications to be presently pending and/or not abandoned for failure to file any document or make any maintenance fee or annuity,
(v) to the best of IsoTis’s in-house counsel’s knowledge, inventionsthere are no written claims of patent infringement received by IsoTis’s in-house counsel regarding any activity of IsoTis, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information any threatened claims or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration litigation contesting the validity or ownership of any of the foregoing (collectively, “IsoTis Intellectual Property”, and
(vi) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future andthere are no royalties, honoraria, fees or other payments payable by IsoTis, or any IsoTis Subsidiary, to any Person by reason of the knowledge ownership, use, license, sale or disposition of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the IsoTis Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 2 contracts
Samples: Arrangement Agreement (Isotis Sa), Arrangement Agreement (Isotis Sa)
Intellectual Property. Investview 7.1 As between OXIS and its subsidiaries MCIT, (i) MCIT shall solely own and have exclusive worldwide right, title and interest in and to the MCIT Technology and to all Intellectual Property Rights therein; and (ii) OXIS shall solely own and have exclusive worldwide right, title and interest in and to the OXIS Technology and to all Intellectual Property Rights therein. OXIS hereby acknowledges that OXIS shall not acquire any interest to the MCIT Technology or possess to any Intellectual Property Rights therein, except as expressly permitted under the License Agreement. MCIT hereby acknowledges that MCIT shall not acquire interest to the OXIS Technology or to any Intellectual Property Rights therein except the limited right to use the same pursuant to this Agreement.
7.2 OXIS hereby grants to MCIT, during the duration of the Project, a non-exclusive license to use and modify the OXIS Technology to the extent necessary to perform the Project and develop the Developed Result.
7.3 MCIT shall solely own and have exclusive worldwide right, title and interest in and to the Developed Results and Derivative Material and to all patentsIntellectual Property Rights therein. OXIS hereby irrevocably assigns and transfers to MCIT, patent applicationsfrom the moment of creation, inventionsall of OXIS’ right, licensestitle and interest worldwide in and to the Developed Results and Derivative Material, know-how (including trade secrets and other unpatented and/or unpatentable proprietary if any, whether or confidential information not patentable or procedures)copyrighted, trademarks, service marks, trade names, domain names, copyrightsmade or conceived or reduced to practice, and other intellectual propertyto all Intellectual Property Rights therein. In addition, OXIS, on behalf of itself and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiariesemployees who perform any work with respect to the foregoing, whether through their respective products hereby irrevocably waives any right to assert any moral right against MCIT or any third party with respect to the Developed Results and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, Derivative Material and/or to any Intellectual Property Rights therein. Nothing written in this Agreement nor shall the performance of the Project by MCIT shall transfer or otherwise convey to OXIS any other person Intellectual Property Right to the Developed Results and Derivative Material.
7.4 OXIS shall solely own and have exclusive worldwide right, title and interest in and to the Synthesis and to all Intellectual Property Rights therein. As consideration, inter alia, of and effective upon receipt in full of the amount payable under Section 4.1 of the License Fee, MCIT hereby irrevocably assigns and transfers to OXIS, upon payment of all amounts due hereunder, all of MCIT’s right, title and interest worldwide in and to the Synthesis, whether or entitynot patentable or copyrighted, made or conceived or reduced to practice, and to all Intellectual Property Rights therein. Neither Investview nor In addition, MCIT, on behalf of itself and any of its subsidiaries has received Project Personnel, hereby irrevocably waives any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, right to assert any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview moral right against OXIS or any of its subsidiaries or, third party with respect to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject Synthesis and/or to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectRights therein.
Appears in 2 contracts
Samples: Research Agreement (MultiCell Technologies, Inc.), Research Agreement (Oxis International Inc)
Intellectual Property. Investview and (a) Schedule 2.15(a)(i) of the Disclosure Letter sets forth a list of all Intellectual Property used primarily or held for use primarily in the conduct of the Business that is or has been registered or issued or is the subject of a pending application for registration or issuance as of the date of this Agreement in the name of or owned by Parent or any of its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how Affiliates (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing Transferred Companies) (collectively, “Registered Intellectual Property”) necessary ). The Transferred Companies exclusively own all Registered Intellectual Property, free and clear of all Encumbrances other than Permitted Encumbrances. All Registered Intellectual Property is valid and subsisting and each Transferred Company owns or has the right to conduct their business use, free and clear of all Encumbrances other than Permitted Encumbrances, all of the Intellectual Property used or held for use in its respective Business as presently currently conducted and currently contemplated all of the Intellectual Property to be conducted in used at the future andAugusta Facility as currently contemplated.
(b) No Transferred Company is on the date of this Agreement, or has been during the two (2) years preceding the date of this Agreement, a party to or the subject of any infringement, misappropriation, interference, opposition or similar Proceeding challenging the right or title to or use by such Transferred Company of any Intellectual Property; and (ii) no such Proceeding has, to the knowledge Knowledge of InvestviewParent, neither Investview nor any of its subsidiariesbeen threatened during such two (2) year period.
(c) Except as would not reasonably be expected, whether through their respective products and services individually or in the aggregate, to be material to the Business, the conduct by the Transferred Companies of their respective businesses, has infringed, misappropriated, conflicted with the Business on the date of this Agreement does not infringe on or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, misappropriate any Intellectual Property of any other person or entityPerson. Neither Investview Parent nor any of its subsidiaries the Transferred Companies is aware of any third party Intellectual Property which the contemplated operations of the Augusta Facility would infringe or misappropriate. Prior to the date of this Agreement, neither Parent nor any of the Transferred Companies has received any communication or written notice (in each case that has not been resolved) from any other Person alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Transferred Company has infringed any Intellectual Property of any other person Person, which claim has not been resolved.
(d) Except as otherwise set forth in Section 4.6(a) immediately following the Closing, the Transferred Companies shall own, or entity. Investview knows of no infringementby license or otherwise have the right to use, misappropriation or violation by others of all material Intellectual Property owned by or licensed used in the conduct of the Business in the manner in which it is conducted on the date of this Agreement.
(e) Each Transferred Company has taken reasonable measures to Investview or ensure that all of its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and employees, contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted agents involved in the ordinary course of business). Investview and its subsidiaries are not subject conception, development, authoring, creation, or reduction to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use practice of any Intellectual Property for such Transferred Company (i) have executed Contracts that assign such Intellectual Property that such Transferred Company does not already own by operation of law to such Transferred Company and (ii) have executed confidentiality Contracts with, or, in the case of employees only, are otherwise bound by duties of confidentiality to, a Transferred Company regarding the protection and use of all confidential and proprietary information provided by or which would reasonably on behalf of a Transferred Company to, or generated by, such employee, contractor or agent. To the Knowledge of Parent, there have been no unauthorized disclosures of trade secrets, proprietary information and know-how of any Transferred Company by any of Transferred Company’s employees, contractors or agents.
(f) Except for the Administrative Assets or Administrative Services utilized by the Parent and its Affiliates (other than the Transferred Companies) primarily for the benefit of the Parent, Parent and its Affiliates (other than the Transferred Companies) do not own, and do not have any license or right to use, any Intellectual Property used primarily in the Business or currently contemplated to be expected to result used at the Augusta Facility upon completion of its construction.
(g) Except for the IT Systems set forth on Schedule 2.15(g) of the Disclosure Letter, each Transferred Company owns, leases or licenses all IT Systems with an aggregate replacement value in a Material Adverse Effectexcess of $100,000 that are necessary for the conduct of such Transferred Company’s portion of the Business.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Rockwood Holdings, Inc.), Stock Purchase Agreement (Huntsman International LLC)
Intellectual Property. Investview (a) Except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, (i) to the Company’s Knowledge, the Company and each of its Subsidiaries owns, or is licensed to use (in each case, free and clear of any Liens, other than Permitted Liens), all Intellectual Property used in its business as currently conducted; (ii) to the Company’s Knowledge, the conduct of its business as currently conducted, including the use of any Intellectual Property by the Company and its subsidiaries own Subsidiaries, does not infringe on, misappropriate or possess otherwise violate the rights of any Person and is in accordance with any applicable license pursuant to which the Company or any Subsidiary acquired the right to use all patentsany Intellectual Property; (iii) to the Company’s Knowledge, patent applicationsno Person is challenging, inventionsinfringing on, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary misappropriating or confidential information otherwise violating any right of the Company or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of its Subsidiaries with respect to any Intellectual Property owned by the foregoing Company or its Subsidiaries; and (collectively, “Intellectual Property”iv) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of InvestviewCompany’s Knowledge, neither Investview the Company nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, Subsidiaries has infringed, misappropriated, conflicted with received any written notice or otherwise violatedhas Knowledge of any pending claim, Order or is currently infringing, misappropriating, conflicting proceeding with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, respect to any Intellectual Property of any other person or entity. Neither Investview nor any of used by the Company and its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of Subsidiaries and to its Knowledge no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview the Company or its subsidiaries which Subsidiaries is being used or enforced in a manner that would reasonably be expected to result in a Material Adverse Effect. Investview the abandonment, cancellation or unenforceability of such Intellectual Property.
(b) The Company and its subsidiaries Subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality and value of all of their material trade secrets and any other material confidential information that are owned, used or held by the Company and its Subsidiaries in confidence, including entering into licenses and Contracts that require licensees, contractors, and other Persons with access to trade secrets or other confidential information to safeguard and maintain the secrecy and confidentiality of such trade secrets. None To the Company’s Knowledge, such trade secrets have not been used, disclosed to or discovered by any Person except pursuant to a valid and appropriate non-disclosure agreement, license or any other appropriate Contract which has not been breached.
(c) The consummation of the Intellectual Property employed transactions contemplated by Investview this Agreement will not diminish or its subsidiaries has been obtained terminate the ownership of or is being used by Investview or its subsidiaries rights in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All material Intellectual Property owned or exclusively licensed used by Investview the Company or its subsidiaries is free and clear of all liensSubsidiaries in their respective businesses as currently conducted and, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are except as would not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in have a Company Material Adverse Effect, to the Company’s Knowledge, after the Closing Date the Company and its Subsidiaries will have the right to use such Intellectual Property on the same basis as prior to the consummation of the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Contango Oil & Gas Co), Merger Agreement (Crimson Exploration Inc.)
Intellectual Property. Investview Except as set forth in Section 4.25 of the Parent Disclosure Schedule:
(a) Each of Parent and its subsidiaries own or possess the right to use all patentsSubsidiaries: (i) solely owns (beneficially, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or proceduresof record where applicable), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted entered into in the ordinary course Ordinary Course of business)Business, all right, title and interest in and to its respective Owned Intellectual Property and (ii) has valid and sufficient rights and licenses to all of its Licensed Intellectual Property. Investview The Owned Intellectual Property of Parent and its subsidiaries are Subsidiaries is subsisting, and to the Knowledge of Company, any such Owned Intellectual Property that is Registered is valid and enforceable.
(b) The Owned Intellectual Property and the Licensed Intellectual Property of Parent and its Subsidiaries constitute all Intellectual Property used in or necessary for the operation of the respective businesses of Parent and each of its Subsidiaries as presently conducted. Each of Parent and its Subsidiaries has sufficient rights to use all Intellectual Property used in its respective business as presently conducted.
(c) The operation of Parent and each of its Subsidiaries’ respective businesses as presently conducted does not subject to any judgmentinfringe, orderdilute, writ, injunction misappropriate or decree otherwise violate the Intellectual Property rights of any court Person.
(d) Neither Parent nor any of its Subsidiaries has received any notice (including, but not limited to, any invitation to license or request or demand to refrain from using intellectual property rights) from any Governmental EntityPerson during the two years prior to the date hereof, nor has Investview asserting that Parent or any of its subsidiaries entered into Subsidiaries, or become a party to any agreement made in settlement the operation of any pending of their respective businesses, infringes, dilutes, misappropriates or threatened litigationotherwise violates any Person’s Intellectual Property rights.
(e) To Parent’s Knowledge, no Person has infringed, diluted, misappropriated or otherwise violated any of Parent’s or any of its Subsidiaries’ rights in its Owned Intellectual Property.
(f) Parent and each of its Subsidiaries has taken reasonable measures to protect: (i) their rights in their respective Owned Intellectual Property and (ii) the confidentiality of all Trade Secrets that are owned, used or held by Parent or any of its Subsidiaries, and to Parent’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to appropriate non-disclosure agreements which have not been breached. To Parent’s Knowledge, no Person has gained unauthorized access to the Company’s or its Subsidiaries’ IT Assets.
(g) Parent’s and each of its Subsidiaries’ respective IT Assets: (i) operate and perform in all material respects as required by Parent and each of its Subsidiaries in connection with their respective businesses and (ii) to Parent Knowledge, have not materially restricts malfunctioned or impairs failed within the past two years. Parent and each of its Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices.
(h) Parent and each of its Subsidiaries: (i) is, and at all times prior to the date hereof has been, compliant in all material respects with all applicable Laws, and their use own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees and (ii) at no time during the two years prior to the date hereof has received any notice asserting any material violations of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectof the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (Center Bancorp Inc)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable non-patentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Investview, Inc.), Securities Purchase Agreement (Investview, Inc.)
Intellectual Property. Investview (i) Section 5.1(p)(i) of the Company Disclosure Letter sets forth a true and complete list of (A) all registered Intellectual Property, material unregistered Trademarks and material computer software owned by the Company and its subsidiaries Subsidiaries, indicating for each registered item the registration or application number, the record owner and the applicable filing jurisdiction, and (B) all material Contracts concerning Intellectual Property to which the Company or any of its Subsidiaries is a party, or is bound (each an “IP Contract”), other than licenses for commercial “off-the-shelf” or “shrink-wrap” software that have not been modified or customized for the Company or its Subsidiaries.
(ii) The Company and its Subsidiaries own or possess have the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary Property that is material to conduct their business as presently currently conducted (the “Company IP”) free and currently clear of all Liens, and all such rights will survive unchanged after the consummation of the transactions contemplated to be conducted in the future and, to this Agreement. To the knowledge of Investviewthe Company, neither Investview nor any all of the Company IP owned by the Company and its subsidiariesSubsidiaries is valid and enforceable.
(iii) To the knowledge of the Company, whether through their respective products the Company and services or the conduct of their respective businesses, has its Subsidiaries have not infringed, misappropriated, conflicted with misappropriated or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of violated the Intellectual Property rights of any other person third party. To the knowledge of the Company, no third party is infringing, misappropriating or entity. Investview knows of no infringement, misappropriation otherwise violating any Company IP owned or violation exclusively licensed by others of Intellectual Property owned by or licensed to Investview the Company or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview Subsidiaries.
(iv) There are no Actions or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries Judgments pending or, to the knowledge of Investviewthe Company, threatened, that seek to cancel, limit or challenge the ownership, validity, registerability, enforceability, or use of or right to use any of their respective officers, directors or employees. All Intellectual Property Company IP owned or exclusively licensed by Investview the Company or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions Subsidiaries.
(other than non-exclusive licenses granted in the ordinary course of business). Investview v) The Company and its subsidiaries are Subsidiaries take reasonable measures to maintain, preserve, police and protect the Intellectual Property material to the respective businesses of the Company and its Subsidiaries (including without limitation executing assignment of invention/work for hire and confidentiality agreements with appropriate current and former employees, consultants and agents).
(vi) A complete copy of each IP Contract has previously been made available to Parent. Each IP Contract is valid, binding and enforceable against the other party, and is in full force and effect. The transactions contemplated by this Agreement will not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview place the Company or any of its subsidiaries entered into Subsidiaries in breach or become a party to any agreement made in settlement default of any pending IP Contract, trigger any termination, cancellation, modification or threatened litigationacceleration or cause any additional fees to be due thereunder, which materially restricts or impairs their use of create any license under or Lien on Intellectual Property owned by the Parent or which would reasonably be expected its Subsidiaries.
(vii) The Company’s and its Subsidiaries’ computers, software, firmware, middleware, servers, networks and all other information technology equipment operate and perform in all material respects as required by the Company and its Subsidiaries in connection with their respective businesses as currently conducted and have not materially malfunctioned or failed within the past three years. To the knowledge of the Company, all software owned by the Company and its Subsidiaries does not contain nor is distributed with any shareware, open source code or other software whose use or distribution is under a license that requires either of the Company or any of its Subsidiaries to result do any of the following: (A) disclose or distribute the software owned by the Company or its Subsidiaries in source code form; (B) authorize a Material Adverse Effectlicensee of the software owned by either Company or any of its Subsidiaries to make derivative works of such software owned by the same; or (C) distribute the software owned by either Company or any of its Subsidiaries at no cost to the recipient. The Company and its Subsidiaries have implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices.
(viii) For purposes of this Agreement, the following terms have the following meanings:
Appears in 2 contracts
Samples: Merger Agreement (Choicepoint Inc), Merger Agreement (Reed Elsevier PLC)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any a) Section 5.22(a) of the foregoing (collectively, “Company Disclosure Schedule contains a complete and accurate list of all registered Owned Intellectual Property”.
(b) necessary to conduct their business as presently conducted and To the Knowledge of the Company, all material Owned Intellectual Property currently contemplated to be conducted used in the future andBusiness is valid, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products subsisting and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any enforceable. No such Owned Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained abandoned, canceled or is being used by Investview or its subsidiaries in violation of adjudicated invalid (excepting any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted expirations in the ordinary course of business). Investview and its subsidiaries are not , or is subject to any judgment, outstanding order, writ, injunction judgment or decree of any court restricting its use or any Governmental Entity, nor has Investview adversely affecting or reflecting the Company’s or any of its subsidiaries entered into Subsidiaries’ rights thereto.
(c) The Company and its Subsidiaries own all right, title and interest in and to, or become a party otherwise possess valid licenses or other rights to use, all material Intellectual Property Rights necessary for the operation of the Business as presently conducted or as contemplated to be conducted, free and clear of all Liens (other than Permitted Liens), exclusive licenses granted to third parties, and non-exclusive licenses not granted in the ordinary course of the Business. The consummation of the Transactions will not alter or impair the ownership or right of the Company or any agreement made in settlement of its Subsidiaries to use any pending such Intellectual Property Rights or threatened litigationany component thereof.
(d) The Owned Intellectual Property of the Company and its Subsidiaries currently used to conduct the Business and the conduct of the Business do not infringe upon, which materially restricts misappropriate, dilute or impairs their use of otherwise violate any Intellectual Property Rights of any third party. There are no unresolved pending or, to the Knowledge of the Company, threatened actions or claims that allege that the Company or any of its Subsidiaries has infringed, misappropriated, diluted or otherwise violated the Intellectual Property Rights of any third party, or that any of the Owned Intellectual Property is invalid, unenforceable, unpatentable, unregisterable, cancelable, not owned or not owned exclusively by the Company or one of its Subsidiaries and neither the Company nor any of its Subsidiaries has received any notice alleging that it has violated or, by conducting its business and operations, could violate any third Intellectual Property Rights. To the Knowledge of the Company, no third party is infringing, misappropriating or otherwise diluting or violating rights in any Owned Intellectual Property.
(e) No Owned Intellectual Property or, to the Knowledge of the Company, Licensed Intellectual Property is subject to any outstanding court order or decree against the Company or any of its Subsidiaries, or any Contract, other than Contracts for use of the Licensed Intellectual Property, restricting the use, sale or exploitation thereof by the Company or any of its Subsidiaries.
(f) The Company’s and its Subsidiaries’ IT Systems are adequate in all material respects for the current requirements of and use in the Business, including in terms of functionality, capacity and performance. Neither the Company nor any of its Subsidiaries have for the five years preceding the Execution Date experienced a failure, virus, bug, breakdown of, material substandard performance or breach of any part of the IT Systems which would reasonably has caused material disruption or interruption to its use by the Company or any of its Subsidiaries or resulted in any unauthorized disclosure of or access to any data owned, collected or controlled by the Company. The Company and each of its Subsidiaries have taken commercially reasonable steps to provide for the backup and recovery of data and information, have commercially reasonable disaster recovery plans, procedures and facilities, and, as applicable, have taken commercially reasonable steps to implement such plans and procedures. Except as set forth on Section 5.22(f) of the Company Disclosure Schedule, to the Knowledge of the Company, the IT Systems do not contain any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” (as these terms are commonly used in the computer software industry) or other software routines or hardware components intentionally designed to permit (i) unauthorized access to a computer or network, (ii) unauthorized disablement or erasure of software, hardware or data or (iii) any other similar type of unauthorized activities. The Company and each of its Subsidiaries have taken commercially reasonable technical, administrative, and physical measures to protect the integrity and security of the computer systems and the data stored thereon from unauthorized use, access, or modification by third parties.
(g) The software used by the Company and each of its Subsidiaries in their products does not contain, and is not distributed with, any software that is licensed pursuant to an “open source” or other third party license agreement that, as such software is used by the Company or its Subsidiaries, requires the disclosure or licensing of any Owned Intellectual Property.
(h) To the Knowledge of the Company, the use of the Data by the Company in connection with the Business does not infringe or violate the rights of any person or otherwise violate any Law. To the Knowledge of the Company, the Company and its Subsidiaries have collected, stored and processed personal information from distributors, resellers, partners or customers in accordance with applicable data protection and privacy Laws and such personal information can be expected to result used by the Parent after the Closing in the manner presently used and in a Material Adverse Effectmanner consistent with the past practices of the Company. Neither the Company nor its Subsidiaries transmit any personal or non-public Data of its distributors, resellers, partners or end users across country borders and all such Data is processed by the Company or its Subsidiaries exclusively in Data centers located in the same country as the Data owner. Neither the Company nor any of its Subsidiaries provide or have been legally required to provide any notice to Data owners in connection with any unauthorized access, use or disclosure of personally-identifiable Data.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (C&J Energy Services, Inc.)
Intellectual Property. Investview Section 5.15 of the Company Disclosure Schedule sets forth a complete and its subsidiaries own or possess correct list (in all material respects) as of the right to use date hereof of all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of trademarks, patents, copyrights and domain names owned by the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor Company or any of its subsidiariesSubsidiaries. Except as would not reasonably be expected to have, whether through their respective products individually or in the aggregate, a Company Material Adverse Effect: (i) the Company and services each of its Subsidiaries solely and exclusively owns, or has a valid and enforceable license or other right to use (in each case, free and clear of any Liens other than Permitted Liens), all Intellectual Property used in or necessary for the conduct of their respective businessesits business as currently conducted; (ii) all registered Intellectual Property owned or purported to be owned by the Company and its Subsidiaries is valid and enforceable; (iii) to the Knowledge of the Company, neither the Company nor its Subsidiaries has infringed, misappropriated, conflicted with diluted or otherwise violatedviolated the Intellectual Property rights of any Person; (iv) to the Knowledge of the Company, or is currently infringingno Person has challenged, misappropriatinginfringed, conflicting with misappropriated, diluted, tarnished or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, violated any Intellectual Property right owned by and/or licensed to the Company or its Subsidiaries; (v) as of any other person or entity. Neither Investview the date hereof, to the Knowledge of the Company, neither the Company nor any of its subsidiaries has received Subsidiaries is subject to any communication Action with respect to any Intellectual Property owned, used or notice (in each case that has not been resolved) held for use by the Company or any of its Subsidiaries or alleging that any services provided, processes used or products manufactured, used, imported, offered for sale or sold by conducting their business as described in the SEC Reports Company or as any of its Subsidiaries infringes, misappropriates, dilutes or otherwise currently conductedviolates any Intellectual Property rights of any Person; (vi) the Company and its Subsidiaries have taken commercially reasonable actions to maintain, such parties would infringe, misappropriate, conflict with, or violate, any enforce and protect all Intellectual Property owned by them and none of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by the Company or licensed to Investview any of its Subsidiaries has been adjudged invalid or its subsidiaries which would reasonably be expected to result unenforceable in a Material Adverse Effect. Investview whole or in part; (vii) the Company and its subsidiaries Subsidiaries have taken all commercially reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect maintain the confidentiality of all of their confidential information and trade secrets. None of Trade Secrets owned, used or held for use by the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries orSubsidiaries; (viii) the IT Assets operate and perform in a manner that permits the Company and its Subsidiaries to conduct their respective businesses as currently conducted and, to the knowledge Knowledge of Investviewthe Company, no Person has gained unauthorized access to the IT Assets (or any information or data stored therein or transmitted thereby); (ix) the Company and its Subsidiaries have implemented commercially reasonable backup and disaster recovery technology; (x) the Company and its Subsidiaries have since January 1, 2015 complied with (a) all Applicable Laws relating to privacy, data protection and the collection and use of their respective officers, directors personal information gathered or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted accessed in the ordinary course of business). Investview the operations of the Company and its subsidiaries are not subject to any judgmentSubsidiaries and (b) all published rules, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview policies and procedures established by the Company or any of its subsidiaries entered into or become a party Subsidiaries with respect to any agreement made in settlement the foregoing; and (xi) as of any pending the date hereof, no claims have been asserted or threatened litigationin writing against the Company or any of its Subsidiaries (and, which materially restricts to the Knowledge of the Company, no such claims are likely to be asserted or impairs their use threatened against the Company or any of its Subsidiaries) by any Intellectual Property Person alleging a violation of such Person's privacy, personal or which would reasonably be expected to result in a Material Adverse Effectconfidentiality rights under any Applicable Laws, policies or procedures.
Appears in 2 contracts
Samples: Merger Agreement (Tyson Foods Inc), Merger Agreement (Tyson Foods Inc)
Intellectual Property. Investview (a) Except as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) the Company or its subsidiaries Subsidiaries own or possess the right valid rights to use all patentsof the material Intellectual Property used in the conduct of the business of the Company, patent applicationsand, inventionswith respect to such Intellectual Property that constitutes Owned Intellectual Property, licenses, know-how such Intellectual Property is free and clear of Liens (including trade secrets and other unpatented and/or unpatentable proprietary than Permitted Liens); (ii) the Company or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and its Subsidiaries exclusively own all Intellectual Property registrations and applications for registration filed in their names that have not expired or have not been abandoned, and payment of any of all renewal and maintenance fees and expenses in respect thereof and all filings related thereto have been duly made; and (ii) the foregoing Owned Intellectual Property, together with the Licensed Intellectual Property (collectively, “Company Intellectual Property”) ), includes all of the Intellectual Property necessary for the Company to carry on the conduct their of the business of the Company as presently conducted and currently contemplated to be conducted in all material respects.
(b) Except as, individually or in the future andaggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries have at all times maintained reasonable procedures and have taken commercially reasonable steps to protect and maintain all Owned Intellectual Property.
(c) Except as, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, (i) no claims are pending or, to the knowledge Knowledge of Investviewthe Company, neither Investview nor threatened in writing against the Company or any of its subsidiaries, whether through their respective products and services or Subsidiaries alleging that the conduct of their respective businessesthe business of the Company and its Subsidiaries infringes, has infringed, misappropriated, conflicted with violates or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of misappropriates the Intellectual Property of any other person Person, (ii) no claims are pending or entity. Investview knows threatened by the Company or any of no its Subsidiaries against any Person alleging any infringement, violation or misappropriation or violation by others of the Owned Intellectual Property, (iii) to the Knowledge of the Company, the conduct of the business of the Company and its Subsidiaries has not infringed and does not infringe the Intellectual Property of any Person, (iv) to the Knowledge of the Company, no Person is infringing any Owned Intellectual Property, and (v) the Company and its Subsidiaries have taken commercially reasonable steps to maintain the confidentiality of the material trade secrets owned by or licensed to Investview the Company or its subsidiaries which Subsidiaries and the security of their material computer software, websites and systems (including the confidential data transmitted thereby or stored therein) and, to the Knowledge of the Company, there have been no material breaches of the security of the same.
(d) Except as, individually or in the aggregate, have not had and would not reasonably be expected to result in have a Material Adverse Effect. Investview , the Company and its subsidiaries Subsidiaries are in actual possession of and have taken exclusive control over a complete and correct copy of the source code for all reasonable steps necessary proprietary components of any proprietary software owned by the Company and its Subsidiaries.
(e) Except as, individually or in the aggregate, have not had and would not reasonably be expected to secure their interests in such have a Material Adverse Effect, each Service Provider or any other Person who developed any Owned Intellectual Property from their employees (including any software) has executed a valid and contractors and to protect enforceable written Contract with the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries or, Subsidiaries that conveys to the knowledge Company or one or more of Investviewits Subsidiaries any and all right, any of their respective officers, directors or employees. All title and interest in and to all Intellectual Property owned developed by such Person in connection with such Person’s employment or exclusively licensed engagement by Investview the Company or one or more of its subsidiaries is free and clear of Subsidiaries, or all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted rights in such Owned Intellectual Property have vested in the ordinary course Company or a Subsidiary by operation of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectlaw.
Appears in 2 contracts
Samples: Investment Agreement (Albertsons Companies, Inc.), Investment Agreement (Albertsons Companies, Inc.)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applicationsAny original works of authorship, inventions, licensesconcepts, know-how (including improvements or trade secrets and other unpatented and/or unpatentable proprietary secrets, whether or confidential information not patentable or procedures)registrable under copyright or similar laws, trademarksthat I solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing Company (collectively, collectively referred to as “Intellectual Property”) necessary and which (i) are developed using the equipment, supplies, facilities or Confidential Information of the Company, (ii) result from or are suggested by work performed by me for the Company, or (iii) relate to conduct their business the business, or to the anticipated research or development of the Company, shall be the sole and exclusive property of the Company. I hereby assign to the Company, or its designee, all of my right, title and interest in and to such Intellectual Property. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my Relationship with the Company and which are protectable by copyright are “works made for hire,” as presently conducted that term is defined in the Unites States Copyright Act. I further agree to assist the Company, or its designee, at the Company’s expense and currently contemplated in every proper way requested by the Company, to secure the Company’s rights in the Intellectual Property, including any copyrights, patents or ether rights in any and all countries. If the Company is unable because of my mental or physical incapacity or for any other reason to secure my assistance in perfecting the rights transferred in this Agreement, then I hereby irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to perfect such rights with the same legal force and effect as if done by me. The designation and appointment of the Company and its duly authorized officers and agents as my agent and attorney in fact shall be deemed to be conducted coupled with an interest and therefore Irrevocable. If in the future andcourse of my Relationship with the Company, to the knowledge of Investview, neither Investview nor I incorporate into Company property any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property intellectual property owned by me or licensed in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, revocable, perpetual, worldwide license to Investview make, have made, modify, use and sell such intellectual property as part of or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in connection with such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectCompany property.
Appears in 2 contracts
Samples: Employment Agreement (Control4 Corp), Employment Agreement (Control4 Corp)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any a) Except as disclosed on Schedule 4.16(a) of the foregoing Disclosure Letter, all Business Intellectual Property is either owned by the Sellers or the Transferred Subsidiaries (collectively, the “Owned Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in or used by the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services Sellers or the conduct of their respective businessesTransferred Subsidiaries pursuant to a valid Contract, has infringedpermission, misappropriated, conflicted with release or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, other right (the “Licensed Intellectual Property”). The Sellers and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries Transferred Subsidiaries have taken all commercially reasonable steps necessary precautions to secure their interests maintain and protect the secrecy and confidentiality of the trade secrets and the confidential information of the Business consistent with industry practice for a business of this type.
(b) Schedule 4.16(b) of the Disclosure Letter sets forth a true, correct and complete list of (i) all Trademarks included in such the Owned Intellectual Property from their employees that are registered or the subject of a pending application, (ii) all material copyrights included in the Owned Intellectual Property that are registered or the subject of a pending registration, and contractors (iii) all material unregistered Trademarks. All of the registrations and applications set forth on Schedule 4.16(b) of the Disclosure Letter are valid, subsisting, in full force and effect, and have not been cancelled, expired, abandoned or otherwise terminated, and payment of all renewal and maintenance fees in respect thereof, and all filings related thereto, have been duly made. The Sellers and the Transferred Subsidiaries own and possess all right, title and interest in and to protect the confidentiality each item of all of their confidential information and trade secrets. None of the Owned Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries orProperty, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrancesexcept for IP Licenses and Permitted Liens. Except as set forth on Schedule 4.16(b) of the Disclosure Letter, defects there are no annuities, payments, fees, responses to office actions or other restrictions filings required to be made and having a due date with respect to any Owned Intellectual Property within ninety (90) days after the date of this Agreement.
(c) Except as set forth on Schedule 4.16(c) of the Disclosure Letter, the conduct of the Business (including the use of the Shared Intellectual Property) does not infringe or otherwise violate any Intellectual Property or other proprietary rights of any other Person. Except as set forth on Schedule 4.16(c) of the Disclosure Letter, there is no Action pending or threatened in writing alleging any such infringement or violation or challenging any rights of the Sellers or the Transferred Subsidiaries in or to any Business Intellectual Property and, to the Knowledge of the Sellers, there is no existing fact or circumstance that would be reasonably expected to give rise to any such Action. To the Knowledge of the Sellers, no Person is infringing or otherwise violating any material Owned Intellectual Property or any rights of the Sellers or the Transferred Subsidiaries in any Licensed Intellectual Property.
(d) At no time during the conception or reduction to practice of any of the material Owned Intellectual Property was any developer, inventor or other contributor to such Business Intellectual Property operating under any grants from any Governmental Authority.
(e) Except as set forth on Schedule 4.16(e) of the Disclosure Letter, none of the Owned Intellectual Property that is a Transferred Asset is currently or was in the past distributed or used with any Public Software in a manner that would require that any material Owned Intellectual Property be dedicated to the public domain, disclosed, distributed in source code form or made available at no charge as a result of the execution, delivery or performance of the Transaction Documents and the consummation of the Contemplated Transactions.
(f) Except as set forth on Schedule 4.16(f) of the Disclosure Letter, all Software incorporated into the Business Products being sold as of the date hereof (i) performs in material conformance with its documentation, (ii) is free from any material software defect, and (iii) in the time period during which any Seller or Transferred Subsidiary has used the Software in such Business Product, has not exhibited any virus, malicious code, software routine or hardware component designed to permit unauthorized access or to disable or otherwise harm any computer, systems or software, or any software routine designed to disable a computer program automatically with the passage of time or under the positive control of a Person other than non-exclusive licenses granted an authorized licensee or owner of the Business Product.
(g) Each of the Seller and the Transferred Subsidiaries has a public or school facing privacy policy (each, a “Privacy Policy”) regarding the collection and use of Personal Data in connection with the Business. Prior to the date hereof, the Seller has provided true, correct and complete copies to the Purchaser of each Privacy Policy as it currently exists and has existed in the ordinary course past five (5) years during which time Personal Data was collected by or obtained by the Seller or the Transferred Subsidiaries in connection with the Business, and each such Privacy Policy is or was, as applicable, in substantial compliance with all applicable Privacy Laws. Each of business). Investview the Seller and the Transferred Subsidiaries is currently in substantial compliance with (i) its subsidiaries are respective Privacy Policy, and was at all times during which it collected or obtained Personal Data, in compliance with the applicable Privacy Policy then in effect, (ii) the requirements of applicable Privacy Laws concerning the collection, storage, processing, use and transfer of Personal Data, including FERPA, and (iii) all third party privacy and data protection policies and Contracts to which the Seller or the Transferred Subsidiary is bound in respect of the Business or that apply to the Personal Data provided to, or processed or otherwise used by, such Seller or Transferred Subsidiary in connection with the Business and no Seller or Transferred Subsidiary has actual knowledge of having breached any such policy or Contract.
(h) The Sellers and the Transferred Subsidiaries have taken commercially reasonable steps consistent with industry practice to protect Personal Data against loss, misuse and unauthorized access.
(i) The execution, delivery and performance of the Transaction Documents and the consummation of the Contemplated Transactions do not subject to any judgment, order, writ, injunction or decree violate the terms of any court the Seller’s Privacy Policies as they currently exist or any Governmental Entityapplicable Privacy Laws or Laws concerning the collection, nor has Investview storage, processing, use and transfer of Personal Data. No Action is pending or, to the Knowledge of Sellers, threatened against any Seller or any of its subsidiaries entered into Affiliates relating to the collection or become use of Personal Data.
(j) The Sellers and the Transferred Subsidiaries are in actual possession and control of the source code owned by the Sellers and the Transferred Subsidiaries for each material current version of the Business Products, as well as all notes, documentation and know-how related thereto, to the extent required for use, distribution, maintenance and support of such Business Products. No Person other than the Sellers and the Transferred Subsidiaries and their employees, consultants, contractors and Software developers enjoys or has possession of or access to the source code owned by the Sellers and the Transferred Subsidiaries included in any Business Product or will be entitled to obtain possession thereof or access thereto as a party to any agreement made in settlement result of the execution, delivery and performance of the Transaction Documents and the consummation of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectthe Contemplated Transactions.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Houghton Mifflin Harcourt Co), Stock and Asset Purchase Agreement (Scholastic Corp)
Intellectual Property. Investview Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, either the Company or a Company Subsidiary owns, or is licensed or otherwise possesses legally enforceable rights to use, all Intellectual Property used in their respective businesses as currently conducted. There are no pending or, to the knowledge of the Company, threatened claims against the Company or its Subsidiaries by any Person alleging infringement by the Company or its Subsidiaries for their use of any Intellectual Property in their respective businesses as currently conducted that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, to the knowledge of the Company, the conduct of the businesses of the Company and its subsidiaries own Subsidiaries does not infringe upon any Intellectual Property or possess any other similar proprietary right of any Person. As of the right date hereof, neither the Company nor any of its Subsidiaries has made any claim of a violation or infringement by others of its rights to use or in connection with the Intellectual Property used in their respective businesses which violation or infringement would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. The Company Key Product is protected by Trade Secrets of the Company and its Subsidiaries. The Company and its Subsidiaries have taken reasonable measures to protect and maintain the secrecy and confidentiality of all patents, patent applications, inventions, licenses, know-how Trade Secrets (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any all those Trade Secrets applicable to the manufacturing of the foregoing (collectively, “Intellectual Property”Company Key Product) necessary to conduct their business as presently conducted and currently contemplated to be conducted in of the future Company or its Subsidiaries and, to the knowledge of Investviewthe Company, neither Investview nor any of its subsidiaries, whether through their respective products and services or such Trade Secrets have not been disclosed by the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview Company or its subsidiaries have received Subsidiaries to any heretofore unresolved communication or notice of infringement ofPerson except pursuant to written non-disclosure agreements. All past and present employees, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any contractors and consultants of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries Subsidiaries who have had access to Trade Secrets of the Company and its Subsidiaries are bound by valid and enforceable agreements or otherwise have obligations pursuant to which such Persons are bound to protect such confidential information and Trade Secrets of the Company and its Subsidiaries, and, to the knowledge of the Company, no such Person has breached its obligations to the Company or its Subsidiaries. To the knowledge of the Company, no third-party has misappropriated Trade Secrets of the Company or its Subsidiaries. There are no pending or, to the knowledge of Investviewthe Company, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in threatened claims against the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into Subsidiaries by any Person challenging the ownership or become a party to any agreement made in settlement validity of any pending Trade Secrets of the Company or threatened litigation, which materially restricts or impairs their use any of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectits Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Questcor Pharmaceuticals Inc), Merger Agreement (Mallinckrodt PLC)
Intellectual Property. Investview and its subsidiaries own Except as would not reasonably be likely, individually or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future andaggregate, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Effect on Xxxxxx and its subsidiaries have Subsidiaries, taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees as a whole:
(a) Each of Xxxxxx and contractors its Subsidiaries (A) solely owns (beneficially, and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries orrecord where applicable), to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted entered into in the ordinary course of business), all right, title and interest in and to its respective Owned Intellectual Property, and (B) has valid and sufficient rights and licenses to all of the Licensed Intellectual Property. Investview The Owned Intellectual Property is subsisting, and to the knowledge of Xxxxxx, the Owned Intellectual Property that is Registered is valid and enforceable. To Xxxxxx’x knowledge, (i) the Owned Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property used in or necessary for the operation of the respective businesses of Company and each of its Subsidiaries as presently conducted, and (ii) each of Xxxxxx and its subsidiaries are Subsidiaries has sufficient rights to use all Intellectual Property used in its respective business as presently conducted; provided, however, that the foregoing (i) and (ii) shall not subject be construed as or deemed to any judgmentbe a representation or warranty regarding the infringement of third party Intellectual Property rights.
(b) To Xxxxxx’x knowledge, order(i) the operation of Xxxxxx and each of its Subsidiary’s respective businesses as presently conducted does not infringe, writdilute, injunction misappropriate or decree otherwise violate the Intellectual Property rights of any court or any Governmental Entitythird person, nor (ii) no person has Investview asserted in writing received by the Xxxxxx that Xxxxxx or any of its subsidiaries entered into Subsidiaries has materially infringed, diluted, misappropriated or become a party to otherwise violated any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any third person’s Intellectual Property rights and (iii) no third person has infringed, diluted, misappropriated or otherwise violated any of Xxxxxx’x or any of its Subsidiary’s rights in the Owned Intellectual Property.
(c) Xxxxxx and each of its Subsidiaries has taken reasonable measures to protect (A) their rights in their respective Owned Intellectual Property and (B) the confidentiality of all Trade Secrets that are owned, used or held by Xxxxxx or any of its Subsidiaries, and to Xxxxxx’x knowledge, such Trade Secrets have not been used, disclosed to or discovered by any person except pursuant to appropriate non-disclosure agreements which would reasonably be expected have not been breached. To Xxxxxx’x knowledge, no person has gained unauthorized access to result Xxxxxx’x or its Subsidiaries’ IT Assets.
(d) Xxxxxx’x and each of its Subsidiary’s respective IT Assets operate and perform as required by Xxxxxx and each of its Subsidiaries in a Material Adverse Effectconnection with their respective businesses and, to Xxxxxx’x knowledge, have not materially malfunctioned or failed within the past two years. Xxxxxx and each of its Subsidiaries has implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices. To Xxxxxx’x knowledge, Xxxxxx and each of its Subsidiaries is compliant with all applicable laws, rules and regulations, and their own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees.
(e) For purposes of this Agreement,
Appears in 2 contracts
Samples: Merger Agreement (Hudson City Bancorp Inc), Merger Agreement (M&t Bank Corp)
Intellectual Property. Investview (i) the GenSci Intellectual Property represents all of the patents and its subsidiaries own patent applications filed in the name of or possess on behalf of GenSci or GenSci US Subsidiary or wholly or partially controlled by GenSci or GenSci US Subsidiary or assigned or licensed to GenSci or GenSci US Subsidiary at the right time of the execution of this Agreement,
(ii) GenSci US Subsidiary or GenSci, as the case may be , is the record owner of certain GenSci Intellectual Property as evidenced by the appropriate assignment document recorded with the US Patent and Trademark Office or other foreign patent office or other applicant information. No rights in and to use all patentsthe GenSci Intellectual Property that are material to the GenSci Business have been transferred, conveyed or otherwise assigned except as identified in the agreements listed in the attached Schedule E,
(iii) GenSci US Subsidiary or GenSci, as the case may be, license or sub-license certain GenSci Intellectual Property to third parties and has the rights to bring actions for the infringement or misappropriation of the GenSci Intellectual Property,
(iv) GenSci US Subsidiary or GenSci, as the case may be, has not expressly abandoned any patent applicationsor patent application material to the GenSci Business identified as being GenSci Intellectual Property as of the date of execution of this Agreement and believes such patents and patent applications to be presently pending and/or not abandoned for failure to file any document or make any maintenance fee or annuity,
(v) to the best of GenSci’s in-house counsel’s knowledge, inventionsthere are no written claims of patent infringement received by GenSci’s in-house counsel regarding any activity of GenSci, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information any threatened claims or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration litigation contesting the validity or ownership of any of the foregoing (collectively, “GenSci Intellectual Property”, and
(vi) necessary there are no royalties, honoraria, fees or other payments payable by GenSci or GenSci US Subsidiary to conduct their business as presently conducted and currently contemplated to be conducted in any Person by reason of the future andownership, to the knowledge use, license, sale or disposition of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the GenSci Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 2 contracts
Samples: Arrangement Agreement (Isotis Sa), Arrangement Agreement (Isotis Sa)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any a) Except as disclosed in Section 5.14(a) of the foregoing Company Disclosure Schedule and except as would not reasonably be expected to have a Company Material Adverse Effect, (collectively, “Intellectual Property”i) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with the business of the Company and the Subsidiaries as currently conducted does not infringe upon or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of misappropriate the Intellectual Property rights of any other person third party, and no claim has been asserted to the Company that the conduct of the business of the Company and the Subsidiaries as currently conducted infringes upon or entity. Investview knows may infringe upon or misappropriates the Intellectual Property rights of no infringement, misappropriation or violation by others any third party; (ii) with respect to each item of Intellectual Property owned by the Company or a Subsidiary and material to the business, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole ("Company Owned Intellectual Property"), the Company or a Subsidiary is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property and is entitled to use such Company Owned Intellectual Property in the continued operation of its respective business; (iii) with respect to each item of Intellectual Property licensed to Investview the Company or a Subsidiary that is material to the business of the Company and the Subsidiaries as currently conducted ("Company Licensed Intellectual Property"), the Company or a Subsidiary has (assuming the licensor has the right to license such property) the right to use such Company Licensed Intellectual Property in the continued operation of its subsidiaries which respective business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property; (iv) to the knowledge of the Company, the Company Owned Intellectual Property is valid and enforceable, and has not been adjudged invalid or unenforceable in whole or in part; (v) to the knowledge of the Company, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property; (vi) to the knowledge of the Company, each license of the Company Licensed Intellectual Property is valid and enforceable, is binding on all parties to such license, and is in full force and effect; and (vii) to the knowledge of the Company, no party to any license of the Company Licensed Intellectual Property is in breach thereof or default thereunder.
(b) Section 5.14(b) of the Company Disclosure Schedule sets forth a true and complete list of all (i) patents and patent applications, registered trademarks and trademark applications, registered copyrights and copyright applications and software included in the Company Owned Intellectual Property and (ii) licenses that are material to the Company's business, except "shrink wrap", "click wrap" or similar licenses for commercially available software.
(c) The Company has taken reasonable steps in accordance with normal industry practice to maintain the confidentiality of its trade secrets and other confidential Intellectual Property. Except as disclosed in Section 5.14(c) of the Company Disclosure Schedule, and except as would not reasonably be expected to result in have a Company Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such , (i) there has been no misappropriation of any trade secrets or other Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed Company or any Subsidiary by Investview any person, (ii) no employee, independent contractor or its subsidiaries agent of the Company or any Subsidiary has been obtained or is being used by Investview or its subsidiaries in violation misappropriated any trade secrets of any contractual obligation binding on Investview other person in the course of such performance as an employee, independent contractor or agent, and (iii) no employee, independent contractor or agent of the Company or any Subsidiary is in default or breach of its subsidiaries orany term of any employment agreement, non-disclosure agreement, assignment of invention agreement or similar agreement or contract relating in any way to the knowledge protection, ownership, development, use or transfer of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectProperty.
Appears in 2 contracts
Samples: Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Unilab Corp /De/)
Intellectual Property. Investview (a) Each of Alleghany and its subsidiaries own Subsidiaries owns or possess the otherwise has a valid and enforceable license or right to use material Intellectual Property used in the respective businesses of Alleghany and each of its Subsidiaries as currently conducted; and all patents, patent applications, inventions, licenses, know-how (including trade secrets patents and other unpatented and/or unpatentable proprietary or confidential information or procedures), all registrations for trademarks, service marksmarks and copyrights owned by Alleghany or its Subsidiaries are valid and subsisting, trade namesexcept to the extent Alleghany or its Subsidiaries have determined to abandon such patents or registrations for trademarks, domain namesservice marks and copyrights in the exercise of their reasonable business judgment.
(b) To the knowledge of Alleghany, copyrightsthere are no claims pending or threatened in writing by any Person alleging that Alleghany or its Subsidiaries or their respective businesses as conducted on the date of this Agreement infringes the Intellectual Property of any Person, which, if determined or resolved adversely against Alleghany or any Alleghany Subsidiary, would, individually or in the aggregate, reasonably be expected to be material to Alleghany and its Subsidiaries, taken as a whole. To the knowledge of Alleghany, no Person is infringing the Intellectual Property owned by Alleghany or any of its Subsidiaries, which infringement would, individually or in the aggregate, reasonably be expected to be material to Alleghany and its Subsidiaries, taken as a whole.
(c) Alleghany and its Subsidiaries have established and are in compliance with commercially reasonable security programs that are sufficient to protect (i) the security, confidentiality and integrity of transactions executed through their computer systems, including encryption and/or other security protocols and techniques when appropriate; and (ii) the security, confidentiality and integrity of all confidential or proprietary data, except, in each case, which would not, individually or in the aggregate, reasonably be expected to have an Alleghany Material Adverse Effect. Neither Alleghany nor any of its Subsidiaries has suffered a material security breach with respect to their data or systems, and other intellectual property, and registrations and applications for registration neither Alleghany nor any of its Subsidiaries has notified customers or employees of any of the foregoing (collectively, “Intellectual Property”) necessary information security breach. Alleghany and its Subsidiaries take reasonable steps to conduct protect their business as presently conducted and currently contemplated to be conducted in the future material trade secrets and, to the knowledge of InvestviewAlleghany, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries such trade secrets have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject disclosed to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party Person except pursuant to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectwritten and enforceable confidentiality obligations.
Appears in 2 contracts
Samples: Merger Agreement (Transatlantic Holdings Inc), Merger Agreement (Alleghany Corp /De)
Intellectual Property. Investview (a) Each of the Company and its subsidiaries own or possess the right to use all patentsSubsidiaries (A) solely owns (beneficially, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or proceduresof record where applicable), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrances, defects or other restrictions (other than Permitted Encumbrances and non-exclusive licenses granted entered into in the ordinary course of business), all right, title and interest in and to its respective Company Owned Intellectual Property, and (B) to the Knowledge of the Company, has valid and sufficient rights and licenses to all of the Company Licensed Intellectual Property. Investview The Company Owned Intellectual Property is subsisting and, to the Knowledge of the Company, valid and enforceable.
(b) To the Knowledge of the Company, the operation of the Company and each of its subsidiaries are Subsidiary’s respective businesses as presently conducted does not subject to any judgmentinfringe, orderdilute, writ, injunction misappropriate or decree otherwise violate the Intellectual Property rights of any court or any Governmental Entitythird Person, nor and no Person has Investview asserted in writing that the Company or any of its subsidiaries entered into Subsidiaries has infringed, diluted, misappropriated or become a party to otherwise violated any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any third Person’s Intellectual Property rights. To the Knowledge of the Company, no third Person has infringed, diluted, misappropriated or otherwise violated any of the Company’s or any of its Subsidiary’s rights in the Company Owned Intellectual Property.
(c) The Company and each of its Subsidiaries has taken reasonable measures to protect (A) their rights in their respective Company Owned Intellectual Property and (B) the confidentiality of all Trade Secrets that are owned, used or held by the Company or any of its Subsidiaries, and to the Knowledge of the Company, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to appropriate non-disclosure agreements which would reasonably be expected have not been breached. To the Knowledge of the Company, no Person has gained unauthorized access to result the Company’s or its Subsidiaries’ IT Assets since December 31, 2011.
(d) The Company’s and each of its Subsidiary’s respective IT Assets operate and perform substantially as required by the Company and each of its Subsidiaries in a Material Adverse Effectconnection with their respective businesses and have not materially malfunctioned or failed within the past two years. The Company and each of its Subsidiaries has implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices. The Company and each of its Subsidiaries is compliant with all applicable Laws, rules and regulations, and their own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees.
(e) For purposes of this Agreement,
Appears in 2 contracts
Samples: Merger Agreement (Columbia Banking System Inc), Merger Agreement (Intermountain Community Bancorp)
Intellectual Property. Investview (a) Section 4.19(a) of the Company Disclosure Letter sets forth a true and its subsidiaries own complete list of all registered trademarks, service marks or possess the right to use all trade names, trademark applications, patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, registered copyrights, applications to register copyright and other intellectual property, and registrations and applications for registration of domain names owned by the Company or any of its Subsidiaries on the foregoing date hereof (collectively, “Company Registered IP”). No Company Registered IP is involved in any interference, reissue, reexamination, opposition, cancellation or similar proceeding and, to the Knowledge of the Company, no such action is or has been threatened with respect to any of the Company Registered IP. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all Company Registered IP is exclusively owned by the Company or one of its Subsidiaries free and clear of all Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries has received any written notice or claim in the three years prior to the date hereof challenging the validity or enforceability of any Company Registered IP that remains pending or unresolved. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all of the Company Registered IP is subsisting, and, as applicable, valid and enforceable, and in legal effect and none of the Company Registered IP has been adjudged invalid or unenforceable by any court of competent jurisdiction in any legal proceeding to which the Company or any of its Subsidiaries was or is a party. The Company and its Subsidiaries exclusively own or otherwise possess valid and enforceable right to use all Intellectual Property”) Property Rights necessary to conduct their business respective businesses.
(b) Each of the Company and its Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of all information of the Company or its Subsidiaries that derives economic value (actual or potential) from not being generally known to other Persons who can obtain economic value from its disclosure or use, including taking commercially reasonable steps to safeguard any such information that is accessible through computer systems or networks.
(c) Except as presently conducted has not had and currently contemplated would not reasonably be expected to be conducted have, individually or in the future andaggregate, a Company Material Adverse Effect, to the knowledge Knowledge of Investviewthe Company, neither Investview nor (i) the Company and its Subsidiaries are not infringing upon or misappropriating any patents, copyrights, trademarks, trade secrets or other intellectual property (“Intellectual Property Right”) of its subsidiaries, whether through their respective products and services or any third party in connection with the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview neither the Company nor any of its subsidiaries Subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports three years prior to the date hereof any written notice or as otherwise currently conductedclaim asserting that any such infringement or misappropriation is occurring, such parties would infringewhich notice or claim remains pending or unresolved, misappropriate, conflict with, (ii) no third party is misappropriating or violate, infringing any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property Right owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries orSubsidiaries, to and (iii) no Intellectual Property Right owned by the knowledge of Investview, Company or any of their respective officersits Subsidiaries is subject to any outstanding order, directors judgment, decree or employees. All Intellectual Property owned stipulation restricting or exclusively licensed limiting the use or licensing thereof by Investview the Company or any of its subsidiaries is free and clear Subsidiaries.
(d) Neither the Company nor any of all liens, encumbrances, defects or other restrictions (its Subsidiaries has granted any license to any third party under any material Company IP other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Stec, Inc.), Merger Agreement (Stec, Inc.)
Intellectual Property. Investview (a) Except as would not reasonably be expected to have a Lafite Material Adverse Effect, (i) Lafite or a Subsidiary of Lafite is the sole and its subsidiaries own exclusive owner of all right, title and interest in and to (free and clear of any Liens, other than Permitted Lafite Liens) all Lafite Owned IP, and is licensed or possess otherwise has the right to use all patentsother Intellectual Property used in the conduct of the respective businesses of Lafite and its Subsidiaries as currently conducted; and (ii) the execution, patent applicationsdelivery and performance of this Agreement or the consummation of the Transactions will not result in a loss of rights by Lafite and its Subsidiaries in, inventionsto or under the Lafite Intellectual Property. Except as would not reasonably be expected to have a Lafite Material Adverse Effect, licensesas of the date of this Agreement, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and all of the registrations and applications for registration issuances of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted Property included in the future Lafite Owned IP are subsisting and, to Lafite’s Knowledge, in full force and effect and, with respect to Patents and Trademarks, valid and enforceable.
(b) Except as would not reasonably be expected to have a Lafite Material Adverse Effect, as of the knowledge date of Investviewthis Agreement, neither Investview nor no claims or other suits, actions or other Proceedings are pending or, to Lafite’s Knowledge, threatened in writing against Lafite or any of its subsidiaries, whether through their respective products and services Subsidiaries alleging that Lafite or the conduct any of their respective businesses, its Subsidiaries has infringed, misappropriated, conflicted with diluted or otherwise violatedviolated any Intellectual Property rights of any other Person, or is currently infringingthat contest the validity, misappropriatingscope, conflicting with use, ownership or enforceability of any of the Lafite Owned IP or Exclusively Licensed IP of Lafite.
(c) Except as would not reasonably be expected to have a Lafite Material Adverse Effect, since January 1, 2018, Lafite’s and its Subsidiaries’ use of any Lafite Intellectual Property, the operation of Lafite’s and its Subsidiaries’ respective businesses and their respective products and services, have not infringed, misappropriated, diluted or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, violated any Intellectual Property of any other person Person.
(d) Except as would not reasonably be expected to have a Lafite Material Adverse Effect, to Lafite’s Knowledge, since January 1, 2018, no Person has infringed, misappropriated, diluted or entityotherwise violated any Lafite Owned IP or any Exclusively Licensed IP of Lafite. Neither Investview nor Except as would not reasonably be expected to have a Lafite Material Adverse Effect, the Lafite Owned IP and, to Lafite’s Knowledge, Exclusively Licensed IP of Lafite, are not subject to any of its subsidiaries has received any communication outstanding consent, settlement, lien, decree, order, injunction, judgment or notice (ruling restricting the use thereof in each case a manner that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in impair the continued operation of the businesses of Lafite and its Subsidiaries as currently conducted.
(e) Except as would not reasonably be expected to have a Lafite Material Adverse Effect. Investview , Lafite and its subsidiaries Subsidiaries have taken all commercially reasonable steps necessary to secure maintain and protect the secrecy and confidentiality of their interests in Trade Secrets. Except as would not reasonably be expected to have a Lafite Material Adverse Effect, to Lafite’s Knowledge, such Intellectual Property from their employees and contractors and Trade Secrets have not been disclosed to protect any Person except pursuant to written Contracts containing an obligation to maintain the confidentiality of such Trade Secrets.
(f) Except as would not reasonably be expected to have a Lafite Material Adverse Effect, Lafite and its Subsidiaries are in compliance with the terms and conditions of all of their confidential information licenses for “free software,” “open source software,” shareware or other Software that is made available under a similar licensing or distribution term (including the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), GNU Affero General Public License, Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), the Sun Industry Standards License (SISL) and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being Apache License) (“Open Source Materials”) used by Investview Lafite and its Subsidiaries in any way. Except as would not reasonably be expected to have a Lafite Material Adverse Effect, no proprietary Software source code included in the Lafite Owned IP is obligated to be disclosed or its subsidiaries in violation made available free of charge to any contractual obligation binding on Investview Person as a result of Lafite’s or any of its subsidiaries orSubsidiaries’ use of Open Source Materials.
(g) Except as would not reasonably be expected to have a Lafite Material Adverse Effect, to the knowledge neither Lafite nor any of Investviewits Subsidiaries is a member or promoter of, or a contributor to, or made any commitments or agreements regarding, any of their respective officerspatent pool, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensindustry standards body, encumbrances, defects standard-setting organization or other restrictions (other than non-exclusive licenses granted similar organization, in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction each case that requires or decree of any court or any Governmental Entity, nor has Investview obligates Lafite or any of its subsidiaries entered into Subsidiaries to grant or become a party offer to any agreement made in settlement other Person any license or other right to any Lafite Owned IP or Exclusively Licensed IP of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse EffectLafite.
Appears in 2 contracts
Samples: Merger Agreement (Teladoc Health, Inc.), Agreement and Plan of Merger (Livongo Health, Inc.)
Intellectual Property. Investview (a) Section 5.20(a) of the Seller Disclosure Letter sets forth all registered Acquired Intellectual Property that is owned by Seller or PGW relating to the Business, indicating for each item, (i) the name of the owner thereof; (ii) the registration or application number; (iii) the applicable filing jurisdiction (or, for domain names, the applicable registrar); and its subsidiaries own (iv) the date of filing or possess issuance. There is no litigation, opposition, cancellation, proceeding, objection or claim pending, asserted or Threatened concerning the ownership, validity, registerability, enforceability, infringement, use or licensed right to use any Acquired Intellectual Property.
(b) Seller or PGW, as applicable, owns, solely and exclusively, all patents, patent applications, inventions, licenses, know-how right title and interest in and to the Acquired Intellectual Property that is owned by Seller (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Owned Intellectual Property”), free and clear of all Encumbrances and such Owned Intellectual Property is subsisting and to Seller’s Knowledge, valid and enforceable.
(c) necessary to conduct their business Except as presently conducted and currently contemplated to be conducted set forth in Section 5.20(c)(i) of the future andSeller Disclosure Letter, to the knowledge of InvestviewSeller’s Knowledge, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businessesthe Business, including the services provided by Seller, PGW, PFMC or any other Business Operator in connection therewith, has infringednot, misappropriateddoes not, conflicted with and immediately following the Closing, will not, infringe, constitute the misappropriation of or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, violate any Intellectual Property of any Person. To Seller’s Knowledge, none of the Acquired Intellectual Property is being infringed, misappropriated or otherwise violated by any other person Person. Except as set forth in Section 5.20(c)(ii) of the Seller Disclosure Schedule, the transfer of the Acquired Intellectual Property will not require any consent from any third party.
(d) There are no pending or entity. Neither Investview nor any of its subsidiaries has received any communication to Seller’s Knowledge, Threatened, proceedings, administrative claims, litigation or notice (in each case that has not been resolved) adverse claims alleging that the conduct of the Business, including the services provided by conducting their business as described in the SEC Reports Seller, PGW, PFMC or as any other Business Operator, infringes, misappropriates or otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of violates the Intellectual Property of any Person.
(e) To Seller’s Knowledge, the IT Assets used in the Business operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required in connection with the Business, and have not materially malfunctioned or failed within the past three years. To Seller’s Knowledge, the IT Assets do not contain any “time bombs,” “Trojan horses,” “back doors,” “trap doors,” “worms,” viruses, bugs, faults or other person devices or entityeffects that (i) enable or assist any Person to access without authorization the IT Assets, or (ii) otherwise significantly adversely affect the functionality of the IT Assets. Investview knows Seller takes and has taken reasonable measures to protect the confidentiality, integrity and security of the IT Assets, and all information stored or contained therein or thereon or transmitted thereby from any unauthorized use, access, interruption or modification by third parties. To Seller’s Knowledge, no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed Person has gained unauthorized access to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effectthe IT Assets. Investview Seller has implemented reasonable backup and its subsidiaries have disaster recover technology consistent with industry practices.
(f) Seller has taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and measures to protect the confidentiality and value of all of their confidential information Trade Secrets that are related to, and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, material to the knowledge of Investviewconduct of, the Business, and to Seller’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free Person except pursuant to valid and clear of all liens, encumbrances, defects or other restrictions (other than appropriate non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are disclosure, confidentiality agreement, and/or license agreements which have not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectbeen breached.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Uil Holdings Corp), Asset Purchase Agreement
Intellectual Property. Investview Except as has not had and would not reasonably be expected, individually or in the aggregate, to be material to the Company and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how Subsidiaries:
(including trade secrets a) Each of Company and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future andits Subsidiaries, to the knowledge of Investview, neither Investview nor any best of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violatingKnowledge (A) solely owns (beneficially, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement ofrecord where applicable), misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted entered into in the ordinary course of business)business consistent with past practice, all right, title and interest in and to its respective Owned Intellectual Property, and (B) has valid and sufficient rights and licenses to all of the Licensed Intellectual Property. Investview To the Knowledge of Company, the Owned Intellectual Property is subsisting, valid and enforceable. To the Knowledge of Company, the Owned Intellectual Property and the Licensed Intellectual Property constitute all Intellectual Property used in or necessary for the operation of the respective businesses of Company and each of its Subsidiaries as presently conducted. To the best of its Knowledge, each of Company and its subsidiaries are Subsidiaries has sufficient rights to use all Intellectual Property used in its respective business as presently conducted.
(b) To Company’s Knowledge, the operation of Company and each of its Subsidiaries’ respective businesses as presently conducted does not subject to any judgmentinfringe, orderdilute, writ, injunction misappropriate or decree otherwise violate the Intellectual Property rights of any court or any Governmental Entitythird Person, nor and no Person has Investview asserted in writing that Company or any of its subsidiaries entered into Subsidiaries has materially infringed, diluted, misappropriated or become a party to otherwise violated any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any third Person’s Intellectual Property rights. To Company’s Knowledge, no third Person has infringed, diluted, misappropriated or otherwise violated any of Company’s or any of its Subsidiary’s rights in the Owned Intellectual Property.
(c) Company and each of its Subsidiaries has taken reasonable measures to protect (A) their rights in their respective Owned Intellectual Property and (B) the confidentiality of all Trade Secrets that are owned, used or held by Company or any of its Subsidiaries, and to Company’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any Person except pursuant to appropriate non-disclosure agreements which would reasonably be expected have not been breached. To Company’s Knowledge, no Person has gained unauthorized access to result Company’s or its Subsidiaries’ IT Assets.
(d) Company’s and each of its Subsidiaries’ respective IT Assets operate and perform as required by Company and each of its Subsidiaries in a Material Adverse Effectconnection with their respective businesses and have not materially malfunctioned or failed within the past two years. To Company’s Knowledge, Company and each of its Subsidiaries has implemented reasonable backup, security and disaster recovery technology and procedures consistent with industry practices. To Company’s Knowledge, Company and each of its Subsidiaries is compliant with all applicable Laws, and their own privacy policies and commitments to their respective customers, consumers and employees, concerning data protection and the privacy and security of personal data and the nonpublic personal information of their respective customers, consumers and employees.
(e) For purposes of this Agreement,
Appears in 2 contracts
Samples: Merger Agreement (Camco Financial Corp), Merger Agreement (Huntington Bancshares Inc/Md)
Intellectual Property. Investview (a) Part 2.11(a) of the Disclosure Schedule contains a true and its subsidiaries own complete list, as of the date hereof, of all material Company Intellectual Property Rights that are the subject of any issuance, registration, certificate, or possess application therefor by, to or with any Governmental Body or Domain Name registrar, including registered trademarks, registered copyrights, issued patents, Domain Name registrations and pending applications for any of the foregoing.
(b) An Acquired Company is the sole owner of all Company Intellectual Property Rights, and no Company Intellectual Property Rights at Closing will be subject to any Encumbrances other than Permitted Encumbrances, in each case except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(c) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, one of the Acquired Companies owns or has the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any Intellectual Property Rights used in the businesses of the foregoing Acquired Companies as currently conducted.
(collectively, “Intellectual Property”d) necessary Except as would not be material to conduct their business the Acquired Companies taken as presently conducted and currently contemplated to be conducted in the future anda whole, to the knowledge Knowledge of Investviewthe Company, neither Investview nor any of its subsidiaries, whether through their respective the products and services or and the conduct business of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is the Acquired Companies as currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has conducted do not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, misappropriate or violate, any of violate the Intellectual Property Rights of any third party. Except as would not be material to the Acquired Companies taken as a whole, in the past two years prior to the date hereof, the Company has not received any written cease and desist or other person written notice alleging that the products or entity. Investview knows services or business of no infringementthe Acquired Companies infringes, misappropriation misappropriates or violation by others of violates the Intellectual Property owned by Rights of any third party. To the Knowledge of the Company, as of the date hereof, no third party is infringing upon, violating or licensed to Investview misappropriating any Company Intellectual Property Rights in any manner that would, individually or its subsidiaries which would in the aggregate, reasonably be expected to result in have a Material Adverse Effect. Investview and its subsidiaries have Except as would not be material to the Acquired Companies taken all reasonable steps necessary as a whole, in the past two years prior to secure their interests in the date hereof, none of the Acquired Companies has sent any written notice to any Person alleging that such Person is infringing, misappropriating or violating any Company Intellectual Property from their employees and contractors and Rights.
(e) Except as would not, individually or in the aggregate, reasonably be expected to protect have a Material Adverse Effect, to the confidentiality Knowledge of the Company, the Acquired Companies have complied in all material respects with (i) all of their confidential privacy policies to the extent binding on the Acquired Companies, (ii) all applicable privacy Legal Requirements and (iii) all contractual obligations that the Acquired Companies have entered into with respect to information and trade secretsfrom or about a Person that can be used to identify, contact or precisely locate an individual (“Personal Information”). None Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, to the Knowledge of the Intellectual Property employed Company, as of the date hereof, since January 1, 2014, there have been no violations by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation the Acquired Companies of any contractual obligation binding on Investview such privacy Legal Requirements or privacy policies, and no data breaches of the information technology systems of the Acquired Companies involving any Personal Information, and as of its subsidiaries the date hereof there are no pending or, to the knowledge Knowledge of Investviewthe Company, threatened claims against the Acquired Companies by any of their respective officersPerson alleging any such violations or breaches. Except as would not, directors individually or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in have a Material Adverse Effect, the Acquired Companies have commercially reasonable measures in place to safeguard the security, confidentiality, and integrity of Personal Information in their possession or control from unauthorized access, and to the Knowledge of the Company, as of the date hereof, since January 1, 2014, none of the Acquired Companies, nor, to the Knowledge of the Company, any other Person, has made any illegal use of Personal Information collected by or on behalf of the Acquired Companies.
Appears in 2 contracts
Samples: Merger Agreement, Agreement and Plan of Merger (Fortress Investment Group LLC)
Intellectual Property. Investview and its subsidiaries Except as would not reasonably be expected to have a Company Material Adverse Effect:
(a) the Group Companies own or possess the right all necessary or required licenses or other necessary or required rights to use (in each case, free and clear of any Liens, except for Permitted Liens) in the manner currently used, all material patents, patent applicationsrights, inventionstrademarks (including common law trademark rights in program titles and other protectable elements), licensestrademark rights, trade names, trade name rights, copyrights, domain names, service marks, service mark rights, applications to register, registrations for, and extension and reissues of, any of the foregoing, trade secrets, know-how and proprietary rights and information, in each case to the extent protected under applicable Laws (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary used in connection with the business of the Group Companies as it is now being conducted (the “Company Intellectual Property”);
(b) the use of any Intellectual Property in connection with the operation of their respective businesses or otherwise by the Company or its Subsidiaries does not infringe upon, misappropriate, or otherwise violate and has not infringed upon, misappropriated or otherwise violated the Intellectual Property rights of any person and is in accordance with any applicable license pursuant to conduct their business as presently conducted and currently contemplated which the Company or any of its Subsidiaries acquired the right to be conducted in the future and, use such Intellectual Property;
(c) to the knowledge Knowledge of Investviewthe Company, neither Investview the Company nor any of its subsidiariesSubsidiaries has received, whether through their respective products in the past two (2) years, any written charge, complaint, claim, demand or notice challenging the validity of any of the Company Intellectual Property that has not been resolved;
(d) the Company or one of its Subsidiaries is the sole and services exclusive owner of all right, title and interest in and to, or has the valid right to use all Company Intellectual Property used or held for use in or necessary for the conduct of their respective businessesthe business of the Group Companies as currently conducted, has infringedfree and clear of all Liens other than the Permitted Liens. As of the date hereof, misappropriatedto the Knowledge of the Company, conflicted no third party is infringing in any material respect a proprietary right in any Company Intellectual Property owned by the Group Companies and the use of the Company Intellectual Property in connection with or otherwise violated, or is the Group Companies' businesses as currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, conducted does not materially infringe upon any Intellectual Property of any other person Person. To the Knowledge of the Company, none of the Group Companies has received, in the past two (2) years, any written charge, complaint, claim, demand or entity. Neither Investview nor notice alleging any such infringement or misappropriation by any of its subsidiaries has received any communication or notice (in each case the Group Companies that has not been settled or otherwise resolved;
(e) alleging that by conducting their business as described in the SEC Reports consummation of the Transactions would not adversely alter, encumber, impair or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, extinguish any Company Intellectual Property right of any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries Group Companies; and
(f) the Group Companies have taken all commercially reasonable steps necessary in accordance with normal industry practice to secure their interests in such Intellectual Property from their employees and contractors and to protect maintain the confidentiality of all of their confidential information trade secrets owned, used or held for use by the Group Companies and no such trade secrets. None secrets have been disclosed other than to employees, representatives and agents of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding Group Companies, on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than nona need-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectto-know basis.
Appears in 2 contracts
Samples: Merger Agreement, Plan of Merger
Intellectual Property. Investview and (a) The Company or one of its subsidiaries own Subsidiaries owns, is licensed to use or possess otherwise has the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any material Intellectual Property used in the operation of the foregoing business of the Company and its Subsidiaries as currently conducted (collectively, the “Company Intellectual Property”). Section 4.21(a) necessary to conduct their business as presently conducted and currently contemplated to be conducted in of the future Company Disclosure Letter sets forth all Intellectual Property owned by the Company or any of its Subsidiaries that is registered, issued or the subject of a pending application for registration (collectively, the “Owned Intellectual Property”). None of the Owned Intellectual Property has been adjudged invalid or unenforceable and, to the knowledge Knowledge of Investviewthe Company, neither Investview nor the Owned Intellectual Property is valid and enforceable, subject to the Enforceability Exceptions.
(b) Section 4.21(b) of the Company Disclosure Letter sets forth all agreements pursuant to which material Company Intellectual Property is licensed to the Company and its Subsidiaries by a third party or pursuant to which the Company or any Subsidiary has granted to a third party the right to use material Owned Intellectual Property (collectively, the “IP Licenses”). Except as would not have a Company Material Adverse Effect, to the Knowledge of the Company, (i) each IP License is valid and enforceable, subject to the Enforceability Exceptions, and is binding on all parties thereto; and (ii) no party to any IP License is in material breach thereof or material default thereunder.
(c) The conduct of the business of the Company and its Subsidiaries as currently conducted does not infringe upon or misappropriate the Intellectual Property rights of any third party in a manner that is reasonably likely to result, individually or in the aggregate, in a Liability material to the Company and its Subsidiaries, considered as a whole. No material claim is pending or asserted in writing or, to the Knowledge of the Company, threatened against the Company or any of its subsidiaries, whether through their respective products and services or Subsidiaries that the conduct of their respective businesses, has infringed, misappropriated, conflicted with the business of the Company and its Subsidiaries infringes upon or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of misappropriates the Intellectual Property rights of any other person third party. To the knowledge of the Company, no Person is infringing upon or entity. Investview knows of no infringement, misappropriation or violation by others of misappropriating any Owned Intellectual Property owned by that is reasonably likely, individually or licensed in the aggregate, to Investview result in a loss material to the Company and its Subsidiaries, taken as a whole.
(d) Except as would not, individually or its subsidiaries which would in the aggregate, reasonably be expected to result in have a Company Material Adverse Effect. Investview , all material software required for the operation of the business of the Company and its subsidiaries have taken all reasonable steps necessary Subsidiaries (i) performs in material conformance with its documentation; (ii) is free from any material software defect; and (iii) does not contain any virus, software routine or hardware component designed to secure their interests in such Intellectual Property from their employees and contractors and permit unauthorized access or to protect disable or otherwise harm any computer, systems or software, or any software routine designed to disable a computer program automatically with the confidentiality passage of all time or under the positive control of their confidential information and trade secrets. None a person other than an authorized licensee or owner of the Intellectual Property employed by Investview software.
(e) Except as would not, individually or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in have a Company Material Adverse Effect, all registrations for any material Owned Intellectual Property are in force without challenge, and all applications to register any material Owned Intellectual Property are pending and in good standing, except for such issuances, registrations or applications that the Company has permitted to expire or has cancelled or abandoned in its reasonable business judgment.
Appears in 2 contracts
Samples: Merger Agreement (LD Commodities Sugar Holdings LLC), Merger Agreement (Imperial Sugar Co /New/)
Intellectual Property. Investview (a) Section 3.14(a)(i) of the Company Disclosure Letter sets forth a complete and accurate list of the Registered Intellectual Property. To the Knowledge of the Company, no interference, opposition, reissue, reexamination, or similar proceeding is pending that could reasonably be expected to affect in any material respect the ownership, validity, enforceability, or scope of such Registered Intellectual Property. All filings, payments, and other actions required to be made or taken to maintain each item of Registered Intellectual Property in full force and effect have been made by the applicable deadline, except in regard to Registered Intellectual Property that the Company in its reasonable business judgment has determined to abandon or permit to lapse. The Company and its subsidiaries own Subsidiaries are the sole and exclusive owners of all of the Registered Intellectual Property, and the Registered Intellectual Property is not subject to any Lien other than Permitted Liens. Except as set forth in Section 3.14(a)(i) of the Company Disclosure Letter, no claims are pending or, to the Knowledge of the Company, threatened contesting or possess challenging enforceability, scope, validity, ownership, or use by the Company or any Subsidiary of any Owned Intellectual Property.
(b) To the Knowledge of the Company, the Company and its Subsidiaries own, license or otherwise have, and immediately upon consummation of the Transaction will continue to have, the right to use use, free and clear of all patentsLiens except for Permitted Liens, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any all Intellectual Property used in the conduct of the foregoing business of the Company and its Subsidiaries as currently conducted.
(collectively, “Intellectual Property”c) necessary to conduct their business Except as presently conducted and currently contemplated to be conducted set forth in Section 3.14(c) of the future andCompany Disclosure Letter, to the knowledge Knowledge of Investviewthe Company, neither Investview nor no Person is infringing the rights of the Company or any of its subsidiariesSubsidiaries with respect to Intellectual Property.
(d) Except as set forth in Section 3.14(d) of the Company Disclosure Letter, whether through their respective products to the Knowledge of the Company, (i) the operation of the business of the Company and services or the conduct of their respective businessesits Subsidiaries as currently conducted does not violate, has infringed, misappropriated, conflicted with or otherwise violatedmisappropriate, or infringe the Intellectual Property rights of any other Person, and (ii) there are no claims pending or threatened in writing against the Company or any of its Subsidiaries alleging that the Company or any of its Subsidiaries is currently infringing, misappropriating, conflicting with diluting or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, violating any Intellectual Property of any third party.
(e) The Company and its Subsidiaries take and, since January 1, 2010, have taken, commercially reasonable actions to maintain, preserve, and protect, in all material respects, any Owned Intellectual Property, including by (i) requiring, through signed written agreement or binding employment policy, all Persons who receive trade secret or confidential or proprietary data or information of the Company or a Subsidiary not to disclose such trade secrets, data or information to any third party, and not to use such trade secrets, data or information for any purpose other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described than the purposes expressed in the SEC Reports applicable agreement; and (ii) entering into signed written agreements with Persons who are employees or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any independent contractors of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries orSubsidiaries, to and whose day-to-day activities as an employee or contractor involved in the knowledge creation of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in for the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into Subsidiaries, governing the assignment and ownership of such Intellectual Property to the Company and its Subsidiaries.
(f) The Company and its Subsidiaries maintain policies and procedures regarding data security, privacy, data transfer and the use of data that, if followed, ensure that the Company and its Subsidiaries are in compliance, in all material respects, with all applicable Laws. Except as set forth in Section 3.14(f) of the Company Disclosure Letter, to the Knowledge of the Company, since January 1, 2010, there have been (i) no material losses or become a party thefts of data or security breaches relating to any agreement made data used in settlement the business of the Company and its Subsidiaries; (ii) violations of any pending security policy regarding any such data; (iii) any unauthorized access or threatened litigation, which materially restricts or impairs their unauthorized use of any data; and (iv) no unintended or improper disclosure of any personally identifiable information in the possession, custody or control of the Company or a Subsidiary or a contractor or agent acting on behalf of the Company or a Subsidiary.
(g) The Company and its Subsidiaries possess or control the source code, object code, and internal technical documentation for all Owned Software currently offered for license by the Company and its Subsidiaries. No Person other than the Company and its Subsidiaries has any ownership right or interest in or with respect to any material Owned Software, except for unassignable moral rights and rights in copyrights that are unassignable by Law. The Company and its Subsidiaries have disclosed source code to material Owned Software only pursuant to written confidentiality terms that reasonably protect the Company or its Subsidiary’s Intellectual Property rights in such Owned Software. Except with respect to the source code escrow commitments set forth in Section 3.14(g) of the Company Disclosure Letter, no material Owned Software is subject to any obligation that would require the Company or its Subsidiaries to divulge to any Person any source code of any material Owned Software.
(h) The Company and its Subsidiaries have used commercially reasonable efforts to prevent the introduction into the Owned Software, and to the Knowledge of the Company, the Owned Software does not contain, any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other code designed or intended to have any of the following functions: disrupting or disabling, the operation of, or providing unauthorized access to, a computer system or network or other device on which would reasonably be expected such code is stored or installed.
(i) Except as set forth in Section 3.14(i) of the Company Disclosure Letter, none of the Owned Software is subject to any license, commonly referred to as a “copyleft” or “open source” license, that as used, modified, or distributed by the Company or any of its Subsidiaries: (i) requires, or has as a condition of its use or distribution, the disclosure, licensing, or distribution of any Owned Software source code; or (ii) otherwise imposes an obligation on the Company or any of its Subsidiaries to distribute any Owned Software on a royalty-free basis.
(j) The execution, delivery and performance of this Agreement, and consummation of the Transactions, will not, with or without notice or the lapse of time, result in or give any other Person the right or option to cause or declare: (i) a Material Adverse Effectloss of, or Lien on, any Owned Intellectual Property (ii) the termination of any material license of Intellectual Property to the Company or any of its Subsidiaries; (iii) the release, disclosure, or delivery of any Owned Intellectual Property by or to any escrow agent or other Person; or (iv) the grant, assignment or transfer to any other Person of any license or other right or interest under, to or in any of the Owned Intellectual Property.
Appears in 2 contracts
Samples: Merger Agreement (Dell Inc), Merger Agreement (Quest Software Inc)
Intellectual Property. Investview Section 3.14(a) of the Dish Disclosure Letter sets forth a true and its subsidiaries own or possess the right to use complete list in all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and material respects of all Intellectual Property registrations and applications for registration owned by Dish or any Dish Subsidiary that are material to the business of Dish and the Dish Subsidiaries, taken as a whole, as currently conducted, all of which are subsisting and to the Knowledge of Dish, valid. Except as would not, individually or in the aggregate, have a Dish Material Adverse Effect, all material Intellectual Property owned (or purported to be owned) by Dish or any of Dish Subsidiary (the foregoing (collectively, “Dish Intellectual Property”) necessary is owned free and clear of any Liens (other than Permitted Liens). Section 3.14(b) of the Dish Disclosure Letter lists all Intellectual Property license agreements to which Dish or any Dish Subsidiary is a party, in each case to the extent the Intellectual Property rights subject to the agreement are material to the business of Dish and the Dish Subsidiaries, taken as a whole, as currently conducted (other than non-exclusive, off-the-shelf software licenses for aggregate fees of less than $1,000,000), which agreements are covered by the representation in Section 3.17. The conduct their of the business of Dish and the Dish Subsidiaries does not infringe, misappropriate or otherwise violate the rights of any Person in respect of any Intellectual Property, except as presently conducted and currently contemplated to be conducted would not, individually or in the future andaggregate, to have a Dish Material Adverse Effect. To the knowledge Knowledge of InvestviewDish, neither Investview nor any none of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has Dish Intellectual Property is being infringed, misappropriated, conflicted with misappropriated or otherwise violated, or is currently infringingotherwise used or being made available for use by any Person without a license or permission from Dish, misappropriatingexcept as would not, conflicting with individually or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedaggregate, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in have a Dish Material Adverse Effect. Investview Dish and its subsidiaries each of the Dish Subsidiaries have taken all commercially reasonable steps necessary efforts to secure their interests in such (a) ensure protection of the Dish Intellectual Property from used in their employees respective businesses under any applicable Law (including making and contractors maintaining in full force and to protect effect filings, registrations and issuances), and (b) maintain the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officersbusinesses, directors except where the failure to take such efforts would not, individually or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become have a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Dish Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Diversey Holdings, Inc.), Agreement and Plan of Merger (Sealed Air Corp/De)
Intellectual Property. Investview Schedule 4.15 contains a list of all material Seller Intellectual Property, other than (a) commercial off-the-shelf Software having a cost of less than Five Hundred Dollars ($500) per seat or license and its subsidiaries own (b) standard form non-exclusive licenses with respect to Intellectual Property that is generally available and has a cost of less than Ten Thousand Dollars ($10,000) per year, specifying in each case whether such Seller Intellectual Property is owned or possess controlled by or for, licensed to, or otherwise held by or for the benefit of Seller.
4.15.1 Seller has the right to use all patentsbring actions for the infringement of its respective rights to the Seller Intellectual Property, patent applications, inventions, licenses, know-how (including trade secrets with such exceptions as in the aggregate have not had and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrightswould not reasonably be expected to have a Material Adverse Effect on the Business, and the consummation of the transactions contemplated hereby will not (i) give rise to any right of termination or cancellation with respect to any license or other intellectual propertyagreement to use, sell, license or dispose of such Seller Intellectual Property which in the aggregate have not had and registrations and applications would not reasonably be expected to have a Material Adverse Effect on the Business or (ii) in any way impair any currently existing right of Seller to use, sell, license or dispose of or to bring any action for registration the infringement of any of the foregoing rights to such Intellectual Property or any portion thereof, with such exceptions as in the aggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Business.
4.15.2 (collectivelya) None of the former or present employees, “officers, directors or independent contractors of Seller holds any right, title or interest, directly or indirectly, in whole or in part, in or to any Seller Intellectual Property”; (b) Seller does not license from any present or, to Seller’s Knowledge, former employees, officers, directors or independent contractors of Seller, any Seller Intellectual Property which is necessary for the Business; (c) except for agreements imposing an obligation on former or present employees, officers, directors, or independent contractors of Seller to conduct their business keep the Seller Intellectual Property confidential or to assign to Seller any Seller Intellectual Property created, developed or conceived by any such Persons, Seller is not a party to any employment contract, patent disclosure agreement or any other Contract with any employee of Seller relating to any Seller Intellectual Property, that grants such employee an ownership right in such Intellectual Property.
4.15.3 With such exceptions as presently conducted and currently contemplated to be conducted in the future andaggregate have not had and would not reasonably be expected to have a Material Adverse Effect on the Business, (i) the operation of the Business and the manufacture, marketing, use, sale, licensure or disposition of any Seller Intellectual Property in the manner currently used, sold, licensed or disposed of by Seller does not and will not (A) violate any license or agreement between Seller and any third party, or (B) based, in part, on representations and warranties from third parties from whom such Seller Intellectual Property is licensed by Seller, infringe on the proprietary rights of any Person, nor has such an infringement been alleged within three years preceding the date of this Agreement (other than such as have been resolved); (ii) there is no pending or to Seller’s Knowledge, threatened, claim or litigation challenging or questioning the knowledge validity, ownership or right to use, sell, license or dispose of Investviewany such Seller Intellectual Property in the manner in which currently used, neither Investview sold, licensed or disposed of by Seller, nor is there a valid basis for any such claim or litigation, nor has Seller received any notice asserting that the proposed operation of the Business or the use, sale, license or disposition by Seller of any of its subsidiariesthe Seller Intellectual Property conflicts or will conflict with the rights of any other party, whether through their respective products nor is there a valid basis for any such assertion in each case; and services or (iii) none of the Seller Intellectual Property used in the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or the Business as currently conducted is currently infringing, misappropriating, conflicting with or otherwise violating, being infringed by any Person and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that Seller has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, asserted any claim of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect misuse within the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions past three (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect3) years.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Wireless Facilities Inc), Asset Purchase Agreement (LCC International Inc)
Intellectual Property. Investview (1) The Company has Previously Disclosed all Registered Intellectual Property owned by it or any of its Subsidiaries (collectively, the “Scheduled Intellectual Property”). The Company or its relevant Subsidiary exclusively owns all Scheduled Intellectual Property and all other material Intellectual Property owned, or purported to be owned, by it, free and clear of all Liens. The Scheduled Intellectual Property is subsisting and valid and enforceable, and is not subject to any outstanding order, judgment, decree or agreement materially and adversely affecting the Company’s use thereof or its rights thereto. The Company and its subsidiaries own or possess the right Subsidiaries have sufficient rights to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary Intellectual Property used in the Company’s or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their its Subsidiaries’ business as presently conducted and currently contemplated to be conducted the Company and its Subsidiaries do not infringe, misappropriate or otherwise violate, and have not in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has past three (3) years infringed, misappropriated, conflicted with misappropriated or otherwise violated, or the Intellectual Property rights of any third party. To the Company’s Knowledge, no person is currently infringing, misappropriating, conflicting with misappropriating or otherwise violating, and none violating any Scheduled Intellectual Property right or other Intellectual Property right owned by the Company or any of Investview its Subsidiaries. Consummation of the transactions contemplated by this Agreement will not terminate or alter the terms pursuant to which the Company or any of its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, Subsidiaries is permitted to use any Intellectual Property of licensed from third parties and will not create any other person or entity. Neither Investview nor rights by third parties to use any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by Parent, the Company or licensed any of their respective Subsidiaries or trigger a loss of any material rights by Parent, the Company or any of their respective Subsidiaries in, to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview under any such Intellectual Property.
(2) The Company and its subsidiaries Subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and measures to protect the confidentiality of all of their confidential information Trade Secrets that are owned, used or held by the Company and trade secretsits Subsidiaries, and to the Company’s Knowledge, such Trade Secrets have not been used, disclosed to or discovered by any person except pursuant to valid and appropriate non-disclosure and/or license agreements which have not been breached. None All material Intellectual Property developed under contract by, for or on behalf of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries Subsidiaries has been assigned to the Company or such Subsidiary, other than any Intellectual Property which the Company or one of its Subsidiaries engaged a non-employee third-party to develop that the Company or such Subsidiary does not own but is licensed to use or, with respect to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted no longer used in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company’s or any of its subsidiaries entered into Subsidiaries’ business as presently conducted, was licensed to use.
(3) The IT Assets operate and perform in all material respects as required by the Company and its Subsidiaries in connection with their respective businesses, and have not materially malfunctioned or become a party failed within the past three (3) years. To the Company’s Knowledge, the IT Assets do not contain any “time bombs”, “Trojan horses”, “back doors”, “trap doors”, “worms”, viruses, bugs, faults or other devices or effects that (A) enable or assist any person to any agreement made access without authorization the IT Assets, or (B) otherwise significantly adversely affect the functionality of the IT Assets. To the Company’s Knowledge, no person has gained unauthorized access to the IT Assets. The Company and its Subsidiaries maintain and utilize the IT Assets in settlement accordance with all applicable licenses, agreements and other Contracts. The Company and its Subsidiaries have implemented and maintain reasonable backup, security and disaster recovery technology. The Company and its Subsidiaries take reasonable measures adequate to comply with all applicable Law and their respective contractual and privacy commitments, to protect the confidentiality of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectcustomer financial and other data.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Byline Bancorp, Inc.)
Intellectual Property. Investview (a) To the Knowledge of the Company, the Company and its subsidiaries Subsidiaries own or possess the right have sufficient rights to use all patents, patent applications, inventions, licenses, know-how (including trade secrets Intellectual Property Rights used in and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary material to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or businesses as currently conducted. The foregoing sentence is currently infringing, misappropriating, conflicting with or otherwise violatingnot, and none shall not be construed as, a representation or warranty regarding non-infringement, misappropriation or other violation by the Company or any of Investview its Subsidiaries of the Intellectual Property Rights of other Persons.
(b) All Registered Intellectual Property Rights owned by the Company or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Subsidiaries (other than Registered Intellectual Property Rights constituting applications) and material to their respective businesses are subsisting and, to the Knowledge of any other person or entitythe Company, valid and enforceable. Neither Investview the Company nor any of its subsidiaries has Subsidiaries has, within the three years prior to the date of this Agreement, received any communication unresolved written claim contesting the validity, enforceability or notice ownership of any such material owned Registered Intellectual Property Rights.
(in each case that c) Except as has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedresulted in, such parties and would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would not reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary in, material liability to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries orSubsidiaries, within the three years prior to the date of this Agreement, (i) the Company’s and its Subsidiaries’ conduct of their respective businesses has not, to the knowledge Knowledge of Investviewthe Company, infringed, misappropriated or otherwise violated any enforceable Intellectual Property Rights of any Person, and (ii) neither the Company nor any of their respective officersits Subsidiaries has received any written third-party claim alleging any such infringement, directors misappropriation or employeesother violation. All To the Knowledge of the Company, no Person is infringing, misappropriating or otherwise violating any enforceable Intellectual Property Rights owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Company or any of its subsidiaries entered into Subsidiaries except as would not, individually or become a party to any agreement made in settlement of any pending or threatened litigationthe aggregate, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.
(d) The Company and its Subsidiaries have taken commercially reasonable measures to protect the confidentiality of their material trade secrets, and to the Knowledge of the Company, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, none of their respective trade secrets have been disclosed to or discovered by any third party other than pursuant to reasonable terms of non-disclosure.
(e) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, (i) the information technology assets owned by the Company and its Subsidiaries operate and perform as required by the Company and its Subsidiaries in connection with their respective businesses and (ii) the Company and its Subsidiaries have implemented commercially reasonable backup and disaster recovery technology and procedures in a manner that is substantially consistent with applicable industry practices.
Appears in 2 contracts
Samples: Subscription Agreement (Cronos Group Inc.), Subscription Agreement (Altria Group, Inc.)
Intellectual Property. Investview (a) Seller shall indemnify and hold FFT, its subsidiaries own and affiliates, their respective successors and assigns, the Customer and users of products containing the Goods or possess the Services, harmless from and against all liabilities, demands, claims, losses, costs, damages and expenses of any nature or kind (including court costs and legal and other professional fees) arising from or as a result of the infringement or alleged infringement of any patent, trademark, copyright, industrial design or process of manufacture for or on account of the manufacture, sale or use of the Goods or the Services, or of the products containing the Goods or the Services. Seller expressly waives any claim against FFT that any such infringement or alleged infringement arises out of compliance with FFT’s specifications. FFT shall notify Seller of any suit filed against FFT, its subsidiaries and affiliates, their respective successors and assigns, the Customer or users of products containing the Goods or the Services, on account of any such infringement or alleged infringement and, at Seller’s request, shall give Seller control of the defense of such suit, insofar as FFT has the authority to do so, and reasonable information and assistance in connection therewith, all at Seller’s expense. FFT and other indemnified parties shall have the right to use all be represented by their own counsel and actively participate in any such suit, and the reasonable costs of such representation shall be paid by Seller on demand.
(b) Seller hereby grants to FFT, its subsidiaries and affiliates, and their respective successors and assigns, and FFT hereby accepts, a non-exclusive, irrevocable, worldwide license, including the right to sublicense to others in connection with providing the Goods or the Services to FFT or the Customer, under: (i) patents, patent applicationsindustrial designs, inventions, licensestechnical information, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures)how, trademarks, service marks, trade names, domain names, copyrights, processes of manufacture and other intellectual property, owned or controlled by Seller or its affiliates, and registrations relating to the Goods or the Services, to make, have made, repair, reconstruct, rebuild, relocate, use, sell and applications for registration import the Goods and the Services, and (ii) any Goods and Servicess of authorship fixed in any tangible medium of expression (including drawings, prints, manuals and specifications) furnished by Seller in the course of Seller’s activity under the Order, to reproduce, distribute and display such Goods and Servicess and to prepare derivative Goods and Servicess based thereon, subject to the other provisions of the foregoing Order (all items in clauses (i) and (ii) above, collectively, “Seller’s Intellectual Property”, and such license in respect thereof, the “License”). Seller acknowledges and understands that such License shall be deemed to be royalty free and fully paid-up in the prices paid by FFT to Seller under the Order. FFT and Seller acknowledge and agree that the License granted and accepted under this subparagraph 17(b) shall be royalty free and fully paid-up to FFT in the event that the Order is terminated by FFT pursuant to paragraphs 22 or 25, or in the event that Seller for any reason is unable to satisfy the quality, quantity, delivery or related requirements of FFT for the Goods or the Services under the Order.
(c) To the extent that Seller creates or develops any patents, industrial designs, technical information, know-how, processes of manufacture or other intellectual property in the performance of Seller’s obligations under the Order, Seller shall:
(i) assign to FFT each invention, discovery or improvement (whether or not patentable) that is conceived or first reduced to practice by Seller, or by any person employed by or under the direction of Seller, in the performance of Seller’s obligations under the Order; and (ii) promptly disclose in an acceptable form to FFT all such inventions, discoveries or improvements and cause Seller’s employees to sign any papers necessary to conduct their business as presently conducted enable FFT to obtain title to and currently contemplated to be conducted file applications for patents throughout the world. To the extent that any Goods and Services of authorship (including, without limitation, software and computer programs) are created in the future andperformance of Seller’s obligations under the Order, such Goods and Services shall be considered “Goods and Services made for hire”, and to the knowledge of Investviewextent that such Goods and Services do not qualify as “Goods and Services made for hire”, neither Investview nor any of its subsidiariesSeller hereby assigns to FFT all right, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violatingtitle, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (interest in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview all copyrights and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectmoral rights therein.
Appears in 2 contracts
Samples: General Terms and Conditions of Purchase, General Terms and Conditions of Purchase
Intellectual Property. Investview (a) Section 3.15(a) of the Company Disclosure Schedule lists all registered Copyrights, Trademarks and Patents owned by the Company or any of its Subsidiaries (the "Company Registered Intellectual Property"). All Company Registered Intellectual Property used or currently proposed to be used in the business of the Company or any of its Subsidiaries as conducted prior to or on the Closing Date is valid and subsisting. The Company and its subsidiaries own Subsidiaries have good and valid title to all of the Company-owned Intellectual Property, free and clear of any Liens. The Company and its Subsidiaries have a valid license or possess the other right to use all patents, patent applications, inventions, licenses, know-how Intellectual Property not owned by the Company or its Subsidiaries (including trade secrets and other unpatented and/or unpatentable proprietary the "Licensed Intellectual Property") of sufficient scope of use necessary to conduct the business of the Company or confidential information any of its Subsidiaries as conducted prior to or procedures), trademarks, service marks, trade names, domain names, copyrightson the Closing Date, and other intellectual property, as currently proposed to be conducted by the Company and registrations its Subsidiaries. The Company-owned Intellectual Property and applications for registration of any of the foregoing Licensed Intellectual Property (collectively, “the "Company Intellectual Property”) necessary "), constitutes all Intellectual Property used or currently proposed to conduct their be used in the business of the Company or any of its Subsidiaries as presently conducted prior to or on the Closing Date, and currently contemplated as proposed to be conducted in by the future andCompany and its Subsidiaries.
(b) To the Knowledge of the Company, to none of the knowledge of Investview, neither Investview nor Company or any of its subsidiariesSubsidiaries has infringed upon, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with misappropriated or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, come into conflict with or violation of, any Intellectual Property of any other person Person. None of the Company or entityany of its Subsidiaries has received any charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other conflict. None of the Company or any of its Subsidiaries is party to or the subject of any pending or, to the Knowledge of the Company, threatened, suit, claim, action, investigation or proceeding with respect to any such infringement, misappropriation or conflict, that has not been settled or otherwise fully resolved. Neither Investview the Company nor any of its subsidiaries has received Subsidiaries is subject to any communication proceeding or notice (outstanding decree, order, judgment or stipulation restricting in each case that has not been resolved) alleging that any manner the use, transfer or licensing of any Company-owned Intellectual Property by conducting their business as described in the SEC Reports Company or as otherwise currently conductedany of its Subsidiaries, such parties would infringethe use, misappropriate, conflict withtransfer or licensing of any Company Product by the Company or any of its Subsidiaries, or violatethat may affect the validity, use or enforceability of any Company-owned Intellectual Property, and, with respect to Licensed Intellectual Property, neither the Company nor any of its Subsidiaries received notice of any such restriction. To the Knowledge of the Company, no other Person has infringed upon, misappropriated or otherwise come into conflict with any Company Intellectual Property. None of the Company or any of its Subsidiaries has brought any action, suit or proceeding for infringement of any Company Intellectual Property, or for breach of any license or agreement involving any of such Company Intellectual Property, against any party.
(c) No royalties or other continuing payment obligations are past due in respect of any Intellectual Property of a third party which is incorporated in any product licensed or distributed by the Company or its Subsidiaries.
(d) Each of the Company and its Subsidiaries has taken reasonable and necessary steps (based on standard industry practices) to protect its Intellectual Property and rights thereunder and, to the Knowledge of the Company, no such rights to Intellectual Property have been lost as a result of any act or omission by the Company or any of its Subsidiaries. The Software owned by the Company or any of its Subsidiaries, was (i) developed by employees of the Company or its Subsidiaries within the scope of their employment, (ii) developed by independent contractors who have assigned their rights to the Company or its Subsidiaries pursuant to written agreements or (iii) otherwise lawfully acquired by the Company or its Subsidiaries from a third party pursuant to written agreements.
(e) None of the Company or any of its Subsidiaries jointly owns or claims any right, title or interest with any other person Person (other than the Company or entityany of its Subsidiaries) in any Company-owned Intellectual Property. Investview knows To the Knowledge of the Company, there has been no infringement, misappropriation unauthorized use or violation by others disclosure of any Company Intellectual Property owned by any current or licensed to Investview former officer, director, stockholder, employee, consultant or independent contractor of the Company or any of its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview Subsidiaries.
(f) The Company and its subsidiaries Subsidiaries have taken all reasonable steps and customary measures and precautions necessary to secure their interests in such Intellectual Property from their employees protect and contractors and to protect maintain the confidentiality of all of their confidential information and trade secrets. None of Trade Secrets in which the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview Company or any of its subsidiaries Subsidiaries has any right, title or interest and otherwise to maintain and protect all such Trade Secrets. Without limiting the generality of the foregoing:
(i) All current and former employees, consultants and independent contractors of the Company or any of its Subsidiaries who are or were involved in, or who have contributed to, the creation or development of any Company-owned Intellectual Property have executed and delivered to the Company or its Subsidiary, as applicable, an agreement (containing no exceptions to or exclusions from the scope of its coverage) that protects proprietary information and assigns to the Company or its Subsidiary, as applicable, any and all such Intellectual Property or have validly waived or otherwise conveyed the benefit of any rights therein to the Company or its Subsidiary; and
(ii) Except pursuant to a Company Listed Contract listed under Section 3.9(a)(v) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has disclosed or delivered to any Person, or permitted the disclosure or delivery to any escrow agent or other Person, of any Company Source Code. No event has occurred, and no circumstance or condition exists as a result of acts or omissions on the part of the Company or any of its Subsidiaries (including the execution of this Agreement or the consummation of any of the transactions contemplated hereby) or, to the knowledge Knowledge of Investviewthe Company, as a result of any other event or circumstance, that (with or without notice or lapse of their respective officerstime) will, directors or employees. All Intellectual Property owned could reasonably be expected to, result in the disclosure or exclusively licensed by Investview delivery to any Person of any Company Source Code.
(g) None of the Software in respect of the Company Products, in whole or its subsidiaries in part, is free and clear subject to the provisions of all liens, encumbrances, defects any Public Software or other restrictions source code license agreement that (other than non-exclusive licenses granted i) requires the distribution of source code in connection with the ordinary course distribution of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court otherwise making available such Software in object code form; (ii) prohibits or any Governmental Entity, nor has Investview limits the Company or any of its subsidiaries entered into Subsidiaries from charging a fee or become receiving consideration in connection with sublicensing or distributing such Software (whether in source code or object code form); or (iii) allows a party customer, or requires that a customer have, the right to decompile, disassemble or otherwise reverse engineer such Software by its terms and not by operation of law. As used in this Agreement, "Public Software" means any agreement made software that contains, or is derived in settlement any manner (in whole or in part) from, any software that is distributed as free software (as defined by the Free Software Foundation), open source software (e.g., Linux or software distributed under any license approved by the Open Source Initiative as of any pending the date of this Agreement as set forth www.osi.org) or threatened litigation, similar licensing or distribution models which materially restricts or impairs their use requirex xxx xxxxxibution of any Intellectual Property or which would reasonably be expected source code to result in a Material Adverse Effectlicensees free of charge.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (QRS Corp), Merger Agreement (QRS Corp)
Intellectual Property. Investview BANC and each of its Subsidiaries solely and exclusively owns (free and clear of any material Liens) all material Intellectual Property owned or purported to be owned by them. Except as would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on BANC, (a) (i) to the knowledge of BANC, the use or other exploitation of any Intellectual Property by BANC and its subsidiaries own Subsidiaries, and the operation of the businesses of BANC and its Subsidiaries, do not infringe, misappropriate or possess otherwise violate the Intellectual Property rights of any person and are in accordance with any applicable license pursuant to which BANC or any of its Subsidiaries acquired the right to use all patentsor otherwise exploit any Intellectual Property and (ii) no person has, patent applicationswithin the past two (2) years, inventionsasserted in writing to BANC or any of its Subsidiaries that BANC or any of its Subsidiaries has infringed, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary misappropriated or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration otherwise violated the Intellectual Property rights of any of the foregoing person, (collectively, “Intellectual Property”b) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of InvestviewBANC, no person is challenging, infringing on, misappropriating or otherwise violating, any right of BANC or any of its Subsidiaries with respect to any Intellectual Property owned by BANC or its Subsidiaries, (c) neither Investview BANC nor any of its subsidiariesSubsidiaries, whether through their respective products and services or within the conduct of their respective businessespast two (2) years, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or written notice of infringement of, misappropriation of, conflict any pending claim with or violation of, respect to any Intellectual Property of any other person owned or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property purported to be owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview BANC or any of its subsidiaries orSubsidiaries, and BANC and its Subsidiaries have taken commercially reasonable actions to avoid the knowledge abandonment, cancellation or unenforceability of Investview, any of their respective officers, directors or employees. All all Intellectual Property owned or exclusively licensed by Investview BANC and its Subsidiaries and (d) all former and current employees, consultants and independent contractors of BANC or its subsidiaries is free and clear of all liens, encumbrances, defects Subsidiaries who have contributed to or other restrictions (other than non-exclusive licenses granted participated in the ordinary course conception and development of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview Intellectual Property for such entities have entered into enforceable proprietary rights agreements with BANC or any of its subsidiaries entered into Subsidiaries or become a party to any agreement made in settlement predecessors, vesting ownership of any pending or threatened litigation, which materially restricts or impairs their use of any such Intellectual Property in BANC or which would reasonably be expected to result any of its Subsidiaries, except as otherwise vested in a Material Adverse EffectBANC or any of its Subsidiaries by operation of Law.
Appears in 2 contracts
Samples: Merger Agreement (Pacwest Bancorp), Merger Agreement (Banc of California, Inc.)
Intellectual Property. Investview Schedule 3.17 of the Company Disclosure Schedule contains an accurate and complete list of the Registered Intellectual Property of Company and its subsidiaries own Subsidiaries used in the operation of their businesses as currently conducted and such Registered Intellectual Property is subsisting and unexpired and is valid and enforceable, free and clear of all Liens, other than Permitted Liens. Except as set forth on Section 3.17 of the Company Disclosure Schedule, (a) the Company and its Subsidiaries own, license or possess the right otherwise have rights to use all patentsIntellectual Property necessary for the operation of their businesses as currently conducted, patent applications, inventions, licenses, know-how free and clear of all Liens other than Permitted Liens; (including trade secrets and other unpatented and/or unpatentable proprietary b) no Actions or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future andOrders are pending or, to the knowledge Knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violatingCompany threatened, and none of Investview the Company has not received within the past year any overt threats or written notices (including cease and desist letters or requests for a license) against the Company or its subsidiaries have received any heretofore unresolved communication Subsidiaries with regard to the ownership, use, validity or notice enforceability of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described used in the SEC Reports or operation of their businesses as otherwise currently conducted, such parties would ; (c) the operation of the Company and its Subsidiaries’ businesses as currently conducted does not materially infringe, misappropriate, conflict with, misappropriate or violate, any of violate (“Infringe”) the Intellectual Property of any other person or entity. Investview knows third party and to the Knowledge of the Company, no infringement, misappropriation or violation by others of third party is Infringing the Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview of the Company and its subsidiaries have taken Subsidiaries used in the operation of their businesses as currently conducted; (d) the Company and its Subsidiaries take all commercially reasonable steps necessary actions to secure protect their interests in such Intellectual Property from their employees and contractors the rights of the Company and to protect the confidentiality of all of their its Subsidiaries in confidential information and trade secrets. None secrets of the Company and its Subsidiaries that are used in the operation of their businesses as currently conducted; and (e) the Company and its Subsidiaries take all commercially reasonable actions to require all persons who are commissioned by the Company or its Subsidiaries to create or develop proprietary Intellectual Property employed by Investview for the Company or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation Subsidiaries to assign all of any contractual obligation binding on Investview or any of its subsidiaries ortheir rights therein to the Company, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries extent it is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject legally possible to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectdo so.
Appears in 2 contracts
Samples: Merger Agreement (Pyramid Breweries Inc), Merger Agreement (Independent Brewers United, Inc.)
Intellectual Property. Investview (a) Section 3.21(a) of the Company Disclosure Letter sets forth a true and its subsidiaries own complete list of all Company Registered IP. To the knowledge of the Company, no Company Registered IP is involved in any interference, reissue, reexamination, opposition, cancellation or possess the right similar proceeding and no such action is or has been threatened with respect to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing Company Registered IP. All Company Registered IP is solely and exclusively owned by the Company or one of its Subsidiaries free and clear of all Liens (collectivelyother than Permitted Liens), “and neither the Company nor any of its Subsidiaries has received any written notice or claim challenging the validity or enforceability of any Company Registered IP that remains pending or unresolved.
(b) The Company and each of its Subsidiaries has taken commercially reasonable steps to maintain the confidentiality of all Trade Secrets of the Company and its Subsidiaries, including taking commercially reasonable steps to safeguard any such information that is accessible through computer systems or networks. To the knowledge of the Company, there has been no misappropriation or unauthorized access, use, modification or breach of security of Trade Secrets maintained by or on behalf of the Company or any of its Subsidiaries.
(c) To the knowledge of the Company, the business of the Company and its Subsidiaries as currently conducted does not infringe or misappropriate any Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted Property Rights of any third Person in a manner that would, individually or in the future aggregate, reasonably be expected to have a Material Adverse Effect on the business and operations of the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has received any written notice or claim asserting that any such infringement or misappropriation is occurring or has occurred, which notice or claim remains pending or unresolved, and that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the business and operations of the Company and its Subsidiaries taken as a whole. Neither the Company nor any of its Subsidiaries has issued any notice or claim since January 1, 2013 that a third Person is misappropriating or infringing any Owned Company Intellectual Property and, to the knowledge of Investviewthe Company, neither Investview nor no third Person is misappropriating or infringing any Owned Company Intellectual Property. No Owned Company Intellectual Property is subject to any outstanding order, judgment, decree, agreement, or stipulation restricting or limiting any use or licensing thereof by the Company or any of its subsidiariesSubsidiaries except as would not, whether through their respective products and services individually or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedaggregate, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in have a Material Adverse Effect. Investview Effect on the Company and its subsidiaries Subsidiaries taken as a whole.
(d) Except as would not reasonably be expected to have a Material Adverse Effect on the Company and its Subsidiaries taken as a whole, the Company or its Subsidiaries solely and exclusively own all reasonable steps necessary to secure their interests right, title and interest in such Intellectual Property from their employees and contractors and to protect (including the confidentiality of all of their confidential information and trade secrets. None of sole right to enforce) the Owned Company Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries orProperty, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens (other than Permitted Liens), encumbrancesand have not granted any license, defects covenant, release, immunity or other restrictions (right with respect to any Owned Company Intellectual Property to any Person other than non-exclusive licenses granted in the ordinary course of businessbusiness in connection with marketing and promotional activities. All of the Company Intellectual Property that is necessary to the business or operations of the Company and its Subsidiaries, taken as a whole, and that is not Owned Company Intellectual Property is duly and validly licensed to the Company or its Subsidiaries pursuant to a valid and enforceable Contract. For avoidance of doubt, the preceding sentence does not constitute a representation or warranty with respect to non-infringement of Patents of any third Person, which is addressed separately in Section 3.21(c). Investview Following the Closing, the Final Surviving Entity will own or have, and will be permitted to exercise, the same rights that the Company and its subsidiaries Subsidiaries had immediately prior to the Closing with respect to Intellectual Property and Intellectual Property Rights (other than off-the-shelf computer programs), in each case that are not subject material to any judgmentthe operations of the business of the Company and its Subsidiaries taken as a whole, order, writ, injunction or decree without the payment of any court additional amounts or any Governmental Entityconsideration (other than ongoing fees, nor royalties or payments which the Company or its Subsidiaries would otherwise have been required to pay had this Agreement not been entered into and the transactions not occurred).
(e) To the knowledge of the Company, the Company and each Subsidiary has Investview (i) complied in all material respects with its respective privacy policies and all applicable Laws relating to privacy and data security, including with respect to the collection, storage, transmission, transfer, disclosure and use of Personal Information, and (ii) implemented and maintained a data security plan which maintains effective and commercially reasonable administrative, technical and physical safeguards to protect Personal Information against loss, damage and unauthorized access, use, modification or other misuse. To the knowledge of the Company, there has been no material loss, damage or unauthorized access, use, modification or breach of security of Personal Information maintained by or on behalf of the Company or any of its subsidiaries entered into Subsidiaries, in each case that are material to the operations of the business of the Company and its Subsidiaries taken as a whole. To the knowledge of the Company, since January 1, 2013, no Person (including any Governmental Entity) has made any claim or become a party commenced any action with respect to any agreement made in settlement loss, damage or unauthorized access, use, modification or breach of security of Personal Information maintained by or on behalf of any pending of the Company or threatened litigationits Subsidiaries, which materially restricts in each case that are material to the operations of the business of the Company and its Subsidiaries taken as a whole. Neither the execution, delivery or impairs their use performance of this Agreement or the consummation of the Mergers or other transactions contemplated hereby will, or reasonably would be expected to, result in any material violation of any Intellectual Property privacy policy of the Company and its Subsidiaries or which would reasonably be expected any applicable Law pertaining to result in a Material Adverse Effectprivacy, data security or Personal Information.
Appears in 2 contracts
Samples: Merger Agreement (Isle of Capri Casinos Inc), Merger Agreement (Eldorado Resorts, Inc.)
Intellectual Property. Investview (a) Borrower shall, at its sole expense, exercise its rights under the Contribution Agreement to cause the Company to prepare, execute, deliver and its subsidiaries own file any and all agreements, documents or possess instruments which are necessary to (i) prosecute and maintain the material Intellectual Property (including Patents therein) in accordance with the terms of the License Agreement to the extent that the Company has the right to use all patentsprosecute and maintain such material Intellectual Property; and (ii) defend or assert such material Intellectual Property against commercially significant infringement or interference by any other Persons, patent applicationsand against any claims of invalidity or unenforceability, inventionsin any jurisdiction, licensesin each case, know-how in accordance with the terms of the License Agreement (including trade secrets and other unpatented and/or unpatentable proprietary by bringing any legal action for infringement or confidential information defending any counterclaim of invalidity or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications action of a Third Party for registration declaratory judgment of any of the foregoing (collectively, “Intellectual Property”non-infringement or non-interference) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or extent that the conduct of their respective businesses, Company has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entitythe right to do so. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in Borrower shall keep the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably be expected to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality Lender informed of all of their confidential information such actions and trade secrets. None the Lender shall have the opportunity to participate and meaningfully consult with Borrower and the Company with respect to the direction thereof and Borrower and the Company shall consider all of the Lender’s comments in good faith. For clarity, this subsection (a) shall apply only to the extent of Borrower’s or any Affiliate’s rights (including rights to review and comment) to prosecute, maintain and/or enforce the Intellectual Property employed by Investview Property.
(b) The Borrower shall not, and shall not permit or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview suffer the Company or any of its subsidiaries orAffiliates to, consent to any judgment or settlement in any action, suit or proceeding referred to in Section 7.3(b) of the License Agreement, without the prior written consent of the Lender, which consent shall not be withheld, delayed or conditioned by Lender if doing so would result in Borrower breaching its obligation to not unreasonably withhold, delay or condition its consent under Section 7.3(b) of the License Agreement.
(c) Borrower shall cause the Company to use commercially reasonable efforts to prosecute all pending Patent applications within the Intellectual Property for which the Company or its Affiliates has rights to prosecute such Patents consistent with standards in the pharmaceutical industry (as applicable) for similarly situated entities.
(d) Borrower and the Company and its Affiliates shall:
(i) take reasonable measures to protect the proprietary nature of material Intellectual Property and to maintain in confidence all trade secrets and confidential information compromising a part thereof;
(ii) not disclose and use commercially reasonable efforts to prevent any distribution or disclosure by others (including their employees and contractors) of any item that contains or embodies material, non-public Intellectual Property; and
(iii) take reasonable physical and electronic security measures to prevent disclosure of any item that contains or embodies material, non-public Intellectual Property.
(e) Borrower shall cause the Company to use commercially reasonable efforts to cause each individual associated with the filing and prosecution of the Patents material to the knowledge conduct of Investviewthe business of Borrower to comply in all material respects with all applicable duties of candor and good faith in dealing with any Patent Office, including any duty to disclose to any Patent Office all information known by such individual to be material to patentability of their respective officerseach such Patent, directors or employees. All in those jurisdictions where such duties exist, in each case to the extent that Borrower and/or the Company has the right to file and prosecute such Patents.
(f) Borrower shall furnish the Lender from time to time upon Lender’s reasonable written request therefor reasonably detailed statements and schedules further identifying and describing the Intellectual Property owned and such other materials evidencing or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject reports pertaining to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would as the Lender may reasonably be expected to result in a Material Adverse Effectrequest.
Appears in 2 contracts
Samples: Loan Agreement, Loan Agreement (Progenics Pharmaceuticals Inc)
Intellectual Property. Investview and its subsidiaries own or possess the right to use all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “All Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated Property Rights purported to be conducted in owned by the future and, to the knowledge of Investview, neither Investview nor Company or any of its subsidiariesSubsidiaries that were developed, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with worked on or otherwise violatedheld by any employee, or is currently infringingofficer, misappropriating, conflicting with consultant or otherwise violating, are owned free and none clear by the Company or one of Investview its Subsidiaries (as the case may be) by operation of law or have been validly assigned to the Company one of its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Subsidiaries (as the case may be) other than those Intellectual Property of any other person Rights where the failure to own or entity. Neither Investview nor any of assign such rights would not, individually or in its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed aggregate be reasonably likely to Investview or its subsidiaries which would reasonably be expected to result in have a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such The Intellectual Property from their employees Rights are sufficient in all material respects to carry on the business of the Company and contractors each of its Subsidiaries as presently conducted and as proposed to protect be conducted. To the confidentiality Knowledge of all of their confidential information and trade secrets. None of the Company, with such exceptions as are not, individually or in the aggregate reasonably likely to have a Material Adverse Effect, the Intellectual Property employed Rights purported to be owned by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview the Company or any of its subsidiaries Subsidiaries do not infringe the intellectual property rights of any third party. To the Knowledge of the Company, the conduct of the Company’s and its Subsidiaries’ businesses as currently conducted does not infringe or otherwise impair or conflict with (collectively, “Infringe”) any Intellectual Property Rights of any third party or any confidentiality obligation owed to a third party, and, to the Company’s Knowledge, the Intellectual Property Rights and Confidential Information of the Company and its Subsidiaries which are necessary for the conduct of Company’s and each of its Subsidiaries’ respective businesses as currently conducted or as currently proposed to be conducted are not being Infringed by any third party. There is no litigation or order pending or outstanding or, to the knowledge Company’s Knowledge, threatened, that seeks to limit or challenge or that concerns the ownership, use, validity or enforceability of Investview, any of their respective officers, directors or employees. All Intellectual Property owned Rights or exclusively licensed by Investview or its subsidiaries is free and clear Confidential Information of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview Company and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of Subsidiaries and the Company’s and its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their Subsidiaries’ use of any Intellectual Property Rights or which would reasonably be expected Confidential Information owned by a third party, and, to result in a Material Adverse Effectthe Company’s Knowledge, there is no valid basis for the same.
Appears in 2 contracts
Samples: Exchange Agreement, Exchange Agreement (Thestreet, Inc.)
Intellectual Property. Investview (a) Schedule F-1 sets forth, as of the date hereof, a complete and accurate list of all (i) Patents and Patent applications and (ii) invention disclosures documented on an invention disclosure form submitted to any of Seller Party or its subsidiaries own or possess Affiliates with respect to any invention not covered by the right Patents and Patent applications disclosed pursuant to use all patents, patent applications, inventions, licenses, know-how the foregoing clause (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or proceduresii), trademarksthat, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedcase, such parties would infringe, misappropriate, conflict with, or violate, any of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property are owned by or licensed to Investview such Seller Party or its subsidiaries which would reasonably be expected Affiliates, that (A) relate to, directly or indirectly, the field of knotless tissue closure devices and methods of use, including but not limited to result barbed sutures, and the development, Commercialization and Manufacturing thereof, or that (B) relate in any way to Quill™ (the “Seller Patents”). Schedule F-2 sets forth, as of the date hereof, a Material Adverse Effectlist of Quill™ Know-How that has been reduced to writing and is material to the operation of the Business. Investview The Acquired Intellectual Property, together with the Quill Trademarks (as defined in the Manufacturing and its subsidiaries have taken Supply Agreement), as of the date hereof, constitutes all reasonable steps necessary to secure their interests in such Intellectual Property from their employees that is sufficient to conduct the Business.
(b) Other than as set out in Schedule F-1 and contractors Schedule F-2, Seller owns and to protect the confidentiality of possesses all of their confidential information right, title and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries interest in violation of any contractual obligation binding on Investview or any of its subsidiaries orand to, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liensLiens, encumbrancesthe Acquired Intellectual Property.
(c) To the Knowledge of Seller, defects Buyer shall not incur or suffer any material liability, loss or expense as a result of Seller’s failure to transfer any inventions, discoveries, processes, formulae, Specifications, data, trade secrets, Know-How or proprietary information excluded from the Acquired Intellectual Property transferred pursuant hereto because Seller is required to keep such matters confidential under binding Contracts with Third Parties, nor will any such exclusion prevent Buyer from Commercializing Products as contemplated by the Manufacturing and Supply Agreement.
(d) No claims are pending, and to the Knowledge of Seller, threatened with regard to (i) the ownership by Seller of the Acquired Intellectual Property as set forth in the Seller Patents; or (ii) any actual infringement, or to the Knowledge of Seller, impending infringement, misappropriation or unauthorized use of the Acquired Intellectual Property.
(e) To the Knowledge of Seller, all Patent applications listed in the Seller Patents are pending and have not been abandoned, and have been and continue to be timely prosecuted. To the Knowledge of Seller, all Seller Patents have been duly registered and/or filed with or issued by each appropriate Governmental Entity in the jurisdiction indicated on the schedules, and all related maintenance fees and annuity fees have been and continue to be timely paid to continue such rights in effect.
(f) None of the issued Seller Patents have expired or been declared invalid, in whole or in part, by any Governmental Entity, or are involved in or the subject of any material ongoing interference, opposition, reissue, reexamination or other restrictions (other than nonproceeding, including ex parte and post-exclusive licenses granted grant proceedings, in the ordinary course of business). Investview United States Patent and its subsidiaries are Trademark Office or in any foreign patent office or similar administrative agency.
(g) The Acquired Intellectual Property is not subject to any judgmentAction or outstanding Order restricting in any manner its use, ordertransfer or licensing thereof by any Seller Party, writor which may affect the validity, injunction use or decree enforceability thereof. Seller has disclosed to Buyer or to the relevant Patent office all non-cumulative prior art Patents, publications, articles or references, in each case of which it is aware, that Seller believes to be material to the validity of any court of the Seller Patents.
(h) To the Knowledge of Seller, each of the Seller Patents properly identifies each and every inventor of the claims thereof as determined in accordance with the laws of the jurisdiction in which such Patent is issued or such Patent application is pending. To the Knowledge of Seller, each inventor named on the Patents, Patent applications, and invention disclosures listed in the Seller Patents has executed a valid and enforceable agreement assigning his, her or its entire right, title and interest in and to such Patent or Patent application, and the inventions embodied and claimed therein, to Seller. To the Knowledge of Seller, no such inventor has any Governmental Entity, nor has Investview contractual or other obligation that would preclude any such assignment or otherwise conflict with the obligations of its subsidiaries entered into or become a party such inventor to any the applicable Seller Party under such agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any with such Seller Party. All Acquired Intellectual Property was: (i) developed by employees of Seller working within the scope of their employment; (ii) developed by officers, directors, agents, consultants, contractors, subcontractors or other Persons who have executed appropriate instruments of assignment in favor of Seller as assignee that have conveyed to such Seller ownership of all of such Person’s rights in the Acquired Intellectual Property relating to such developments; or (iii) acquired in connection with acquisitions in which would reasonably be expected Seller obtained appropriate representations, warranties and indemnities from the transferring party relating to result the title to such Acquired Intellectual Property.
(i) Seller has used commercially reasonable efforts and taken commercially necessary steps to maintain the Quill™ Know-How and non-public Acquired Intellectual Property in confidence, including the development of a Material Adverse Effectpolicy for the protection of Intellectual Property requiring employees of Seller to execute confidentiality agreements with respect to such Intellectual Property developed for or obtained from Seller or its Affiliates, making reasonable efforts to advise employees of Seller that were voluntarily or involuntarily severed from Seller, of their continuing obligation to maintain such information in confidence, and entering into licenses or other Contracts with Third Parties that generally require such Third Parties to similarly maintain such information in confidence.
Appears in 2 contracts
Samples: Asset Sale and Purchase Agreement (Angiotech Pharmaceuticals Inc), Asset Sale and Purchase Agreement (Angiotech Pharmaceuticals Inc)
Intellectual Property. Investview All confidential, proprietary and its subsidiaries own or possess the right trade secret information and all right, title and interest in and to use all patents, patent applicationsrights, inventionscopyright rights, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marksmask work rights, trade names, domain names, copyrightssecret rights, and other intellectual property, property and registrations and applications for registration of any proprietary rights anywhere in the world (collectively “Rights”) in connection therewith shall be the sole property of the foregoing (collectivelyCompany. To the maximum extent permitted by law, “Intellectual Property”) necessary to conduct their business as presently conducted and currently contemplated to be conducted in the future and, Employee hereby assigns to the knowledge Company any Rights Employee may have or acquire in such confidential, proprietary and or trade secret information. At all times, both during Employee’s employment with the Company and after its termination, Employee will keep in confidence and trust and will not use or disclose any Crunch Care confidential, proprietary or trade secret information or anything relating to it without the prior written consent of Investview, neither Investview nor any of its subsidiaries, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any an officer of the Intellectual Property of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which would reasonably Company except as may be expected to result in a Material Adverse Effect. Investview necessary and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted appropriate in the ordinary course of businessperforming Employee’s duties to the Company. Employee agrees to promptly disclose in writing to his or her immediate supervisor or to any persons designated by the Company, all “Inventions,” (which term includes improvements, inventions (whether or not patentable), works of authorship, trade secrets, technology, algorithms, computer software, protocols, formulas, compositions, ideas, designs, processes, techniques, know-how and data) made or conceived or reduced to practice or developed by Employee (in whole or in part, either alone or jointly with others) during the term of Employee’s employment with Crunch Care. Employee also agrees to disclose to the Company Inventions conceived, reduced to practice, or developed by Employee within six months of the termination of Employee’s employment with the Company; such disclosures shall be received by the Company in confidence, to the extent they are not assigned pursuant to this Agreement, and do not extend such assignment. Employee agrees not to disclose Inventions covered by this Agreement to any person outside the Company unless requested to do so by management personnel of the Company. Employee agrees that all Inventions which Employee makes, conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) during his or her employment shall be the sole property of the Company to the maximum extent permitted by Section 2870 et seq. of the California Labor Code (a copy of Section 2870 is attached hereto), or any successor statutes thereto, and Employee hereby assigns such Inventions and all Rights therein to the Company. No assignment in this Agreement shall extend to inventions, the assignment of which is prohibited by Labor Code Section 2870 or any successor statutes thereto, or any other applicable laws or regulations. The Company shall be the sole owner of all Rights in connection with any permissible assignment. Employee agrees to perform, during and after his or her employment, all acts deemed necessary or desirable by the Company to permit and assist it, at the Company’s expense, in evidencing, perfecting, obtaining, maintaining, defending and enforcing Rights and/or Employee’s assignment with respect to such Inventions in any and all countries. Such acts may include, without limitation, execution of documents and assistance or cooperation in legal proceedings. Employee hereby irrevocably designates and appoints the Company and its duly authorized officers and agents, as Employee’s agents and attorneys-in-fact, with full power of substitution, to act for and in Employee’s behalf and instead of Employee, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effect as if executed by Employee. Any assignment of copyright hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights”). Investview To the extent such Moral Rights cannot be assigned under applicable law and its subsidiaries to the extent the following is allowed by the laws in the various countries where Moral Rights exist, to the maximum extent permitted by law, Employee hereby waives such Moral Rights and consents to any action of the Company that would violate such Moral Rights in the absence of such consent. Employee agrees to confirm any such waivers and consents from time to time as requested by the Company. Employee has attached hereto a complete list of all existing Inventions to which Employee claims ownership as of the date of this Agreement that Employee desires to specifically clarify are not subject to any judgmentthis Agreement, orderand Employee acknowledges and agrees that such list is complete. If no such list is attached to this Agreement, writ, injunction or decree Employee represents that Employee has no such Inventions at the time of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectsigning this Agreement.
Appears in 2 contracts
Samples: Employee Agreement, Employee Agreement
Intellectual Property. Investview (a) Spartan Stores and its subsidiaries own the Spartan Stores Subsidiaries exclusively own, or possess the have a valid license or other valid right to use use, all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectively, “material Intellectual Property”) necessary to conduct Property as used in their business as presently conducted conducted; it being understood that the foregoing shall not be construed to expand or diminish the scope of the non-infringement representations and currently contemplated to be conducted warranties that follow in the future andthis Section 5.12(a). No Actions, suits or other proceedings are pending or, to the knowledge Knowledge of InvestviewSpartan Stores, neither Investview nor threatened that Spartan Stores or any of its subsidiariesthe Spartan Stores Subsidiaries is infringing, whether through their respective products and services or the conduct of their respective businesses, has infringed, misappropriated, conflicted with misappropriating or otherwise violatedviolating the rights of any Person with regard to any Intellectual Property. To the Knowledge of Spartan Stores, or no Person is currently infringing, misappropriating, conflicting with misappropriating or otherwise violating, and none violating the rights of Investview Spartan Stores or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict the Spartan Stores Subsidiaries with or violation of, respect to any Intellectual Property of any other person owned or entity. Neither Investview nor purported to be owned by Spartan Stores or any of its subsidiaries has received the Spartan Stores Subsidiaries (collectively the “Spartan Stores-Owned Intellectual Property”). Except as would not reasonably be expected to have a Spartan Stores Material Adverse Effect, to the Knowledge of Spartan Stores, no circumstances exist which could reasonably be expected to give rise to any: (i) proceeding that challenges the rights of Spartan Stores or any communication of the Spartan Stores Subsidiaries with respect to the validity or notice enforceability of the Spartan Stores-Owned Intellectual Property; or (in each case that has not been resolvedii) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conductedclaim of infringement, such parties would infringe, misappropriate, conflict withmisappropriation, or violate, any violation of the Intellectual Property rights of any other person or entity. Investview knows of no infringement, misappropriation or violation by others of Intellectual Property owned by or licensed to Investview or its subsidiaries which Person.
(b) Except as would not reasonably be expected to result in have a Spartan Stores Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect , the confidentiality of all of their confidential information and trade secrets. None consummation of the Intellectual Property employed transactions contemplated by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are this Agreement will not subject give rise to any judgmentclaim by any Person to a right to own, orderpurchase, writtransfer, injunction use, alter, impair, extinguish or decree of restrict any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Spartan Stores-Owned Intellectual Property or which Intellectual Property licensed to Spartan Stores and/or the Spartan Stores Subsidiaries.
(c) Since January 1, 2011, except as would not reasonably be expected to result in have a Spartan Stores Material Adverse Effect, Spartan Stores and the Spartan Stores Subsidiaries have taken commercially reasonable steps under the circumstances to protect and maintain the proprietary nature of each item of Spartan Stores-Owned Intellectual Property and the confidentiality of the trade secrets that constitute Spartan Stores-Owned Intellectual Property.
Appears in 2 contracts
Samples: Merger Agreement (Nash Finch Co), Merger Agreement (Nash Finch Co)
Intellectual Property. Investview (a) Schedule 4.8(a) of the Seller Disclosure Schedules sets forth an accurate and its subsidiaries own or possess the right to use complete list of all patents, patent applications, inventions, licenses, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information or procedures), trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for Purchased Intellectual Property that is the subject of registration or an application with a Governmental Body.
(b) Except as set forth on Schedule 4.8(b) of the Seller Disclosure Schedules, to Seller’s Knowledge, Seller owns all right, title and interest to the Purchased Intellectual Property and can convey the Purchased Intellectual Property free and clear of Encumbrances pursuant to the Sale Order.
(c) To the Knowledge of Seller, no Person is engaging in any activity that infringes, violates or constitutes a misappropriation of any Purchased Intellectual Property and all of the foregoing Purchased Intellectual Property is subsisting and has not been held invalid or unenforceable by a court of competent jurisdiction.
(collectivelyd) To the Knowledge of Seller, “Intellectual Property”) necessary to the conduct their business of the Business as presently conducted conducted, does not infringe, violate or constitute a misappropriation of any valid Intellectual Property rights of any third party, and currently contemplated to be conducted in the future and, to the knowledge of Investview, neither Investview nor no claim has been asserted against Seller or any of its subsidiaries, whether through their respective products and services Subsidiaries that the use of any Purchased Intellectual Property or the conduct operation of their respective businessesthe Business infringes, has infringed, misappropriated, conflicted with misappropriates or otherwise violated, or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of violates the Intellectual Property of any other person or entity. Investview knows of no third party, except for any such alleged infringement, misappropriation or violation by others of Intellectual Property owned by that would not have, or licensed to Investview or its subsidiaries which would not reasonably be expected likely to result in a Material Adverse Effect. Investview and its subsidiaries have taken all reasonable steps necessary to secure their interests in such Intellectual Property from their employees and contractors and to protect the confidentiality of all of their confidential information and trade secrets. None of the Intellectual Property employed by Investview in, individually or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgmentaggregate, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effect.
(e) Seller and the Company Subsidiary have taken commercially reasonable steps to protect and maintain the confidentiality of the information of Seller and the Company Subsidiary that is of a nature that Seller or the Company Subsidiary intends to keep confidential.
(f) Except as set forth on Schedule 4.8(f) of the Seller Disclosure Schedules, and except as would not have, or would not reasonably be likely to result in, individually or in the aggregate, a Material Adverse Effect, (i) no third party software subject to an “open source” or similar license has been distributed, licensed or used by Seller or the Company Subsidiary in a manner that requires the licensing or provision of source code to any material software owned by or, to the Knowledge of Seller, developed by or on behalf of Seller (the “Seller Source Code”) to third parties; (ii) no rights have been granted in the Ordinary Course of Business to any Person other than Seller or the Company Subsidiary to access or possess any Seller Source Code, other than any such rights granted to (x) customers with respect to source code included in customer deliverables or services, and (y) service providers in connection with services provided to Seller or the Company Subsidiary, in each case subject to confidentiality obligations with respect to such access or possession.
(g) Except as would not have, or would not reasonably be likely to result in, individually or in the aggregate, a Material Adverse Effect, (i) Seller and the Company Subsidiary have implemented (A) commercially reasonable measures to protect the integrity and security of their information technology systems used in connection with the operations of Seller’s and the Company Subsidiary’s businesses from viruses, worms, Trojan horses, malicious or unauthorized code, “time bombs”, disabling programs, or similar programs that permit unauthorized access or the unauthorized disruption, impairment, disablement or erasure of data or software and from unauthorized access and (B) commercially reasonable data backup, data storage, system redundancy and disaster avoidance and recovery procedures and (ii) to the Knowledge of Seller, there have been no material security breaches in the information technology systems used by or on behalf of Seller or the Company Subsidiary.
(h) Each of Seller and the Company Subsidiary, respectively, owns, leases or licenses, or has services provided to it using, all computer systems that are necessary for the operations of its respective business as presently conducted. Since December 31, 2015, there has been no failure or other substandard performance of any computer systems that has caused any disruption to the business of Seller or the Company Subsidiary, other than such disruption as would not have, or would not reasonably be likely to result in, individually or in the aggregate, a Material Adverse Effect.
(i) Each of Seller and the Company Subsidiary is in compliance in all material respects with applicable Law, as well as its own policies, related to privacy, data protection, and the collection and use of personal information collected, used, or held for use by Seller or the Company Subsidiary, as applicable, and as of the date hereof, to the Knowledge of Seller, no claims are pending or threatened against Seller or the Company Subsidiary, as applicable, alleging a violation of any Person’s privacy or personal information, except as would not reasonably be expected to be, individually or in the aggregate, material and adverse to Seller and the Company Subsidiary, taken as a whole.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Ciber Inc), Asset Purchase Agreement (Ciber Inc)
Intellectual Property. Investview The Company and its subsidiaries the Company Subsidiaries either own or possess have the right to use all patentsIntellectual Property that is material to and used in the conduct of its business. To the knowledge of the Company, patent applications, inventions, licenses, know-how the conduct of the business of the Company and the Company Subsidiaries as currently conducted does not infringe upon or violate in any material respect the Intellectual Property rights (including trade secrets patent rights) or other proprietary rights, including rights of privacy, publicity and other unpatented and/or unpatentable proprietary or confidential information or procedures)endorsement, trademarks, service marks, trade names, domain names, copyrights, and other intellectual property, and registrations and applications for registration of any of the foregoing (collectivelythird party, “Intellectual Property”) necessary to conduct their business and, except as presently conducted and currently contemplated to be conducted would not, individually or in the future andaggregate have a Company Material Adverse Effect, no claim has been asserted in writing against the Company or any Company Subsidiary or to the knowledge of Investviewthe Company, neither Investview nor is currently threatened, against the Company or any of its subsidiaries, whether through their respective products and services or Company Subsidiary that the conduct of their respective businesses, has infringed, misappropriated, conflicted with the business of the Company and the Company Subsidiaries as currently conducted infringes upon or otherwise violated, may infringe upon or is currently infringing, misappropriating, conflicting with or otherwise violating, and none of Investview or its subsidiaries have received any heretofore unresolved communication or notice of infringement of, misappropriation of, conflict with or violation of, any Intellectual Property of any other person or entity. Neither Investview nor any of its subsidiaries has received any communication or notice (in each case that has not been resolved) alleging that by conducting their business as described in the SEC Reports or as otherwise currently conducted, such parties would infringe, misappropriate, conflict with, or violate, any of violates the Intellectual Property rights of any other person or entity. Investview knows of no infringement, misappropriation or violation by others third party.
(a) With respect to each item of Intellectual Property owned by the Company or a Company Subsidiary (“Company Owned Intellectual Property”) that is material to the business of the Company and the Company Subsidiaries, taken as a whole, the Company or a Company Subsidiary is the owner of the entire right, title and interest in and to such Company Owned Intellectual Property (subject to the terms of any license agreements with customers, distributors, resellers and the like), and is entitled to use such Company Owned Intellectual Property in the continued operation of its business.
(b) The Company Owned Intellectual Property is valid and enforceable, except as would not be material to the Company and the Company Subsidiaries, taken as a whole, and has not been adjudged invalid or unenforceable in whole or in part, and to the knowledge of the Company, no person is engaging in any activity that infringes upon the Company Owned Intellectual Property in a manner that would materially affect the business of the Company and the Company Subsidiaries, taken as a whole.
(c) With respect to each item of Intellectual Property licensed to Investview the Company or a Company Subsidiary (“Company Licensed Intellectual Property”) that is material to the business of the Company and the Company Subsidiaries, taken as a whole, the Company or a Company Subsidiary has the right to use such Company Licensed Intellectual Property in the continued operation of its subsidiaries which business in accordance with the terms of the license agreement governing such Company Licensed Intellectual Property. Except as would reasonably be expected to result in not have a Company Material Adverse Effect. Investview , and its subsidiaries have taken subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights, and to general equity principles, each license of the Company Licensed Intellectual Property is valid and enforceable, is binding on all reasonable steps parties to such license, and is in full force and effect, and to the knowledge of the Company, no other party to any license of the Company Licensed Intellectual Property to the Company is in breach thereof or default thereunder.
(d) All registrations with and applications to any Governmental Authority in respect of the Company Owned Intellectual Property (other than with respect to inventions for which no patent application has been filed) material to the conduct of the business of the Company and the Company Subsidiaries as presently conducted that are necessary to secure their interests in for the protection of such Intellectual Property from their employees rights under applicable Laws have been made and contractors are valid and in full force and effect.
(e) Neither the execution of this Agreement nor the consummation of any Transaction shall materially adversely affect any of the Company’s or any Company Subsidiary’s rights with respect to protect the confidentiality Company Owned Intellectual Property or the Company Licensed Intellectual Property, in each case that is material to the conduct of all the business of their confidential information the Company and trade secretsthe Company Subsidiaries as presently conducted. None The representations and warranties contained in this Section 3.13 are the only representations and warranties being made by the Company with respect to any infringement, misappropriation or other violation of the Intellectual Property employed by Investview or its subsidiaries has been obtained or is being used by Investview or its subsidiaries in violation Rights of any contractual obligation binding on Investview or any of its subsidiaries or, to the knowledge of Investview, any of their respective officers, directors or employees. All Intellectual Property owned or exclusively licensed by Investview or its subsidiaries is free and clear of all liens, encumbrances, defects or other restrictions (other than non-exclusive licenses granted in the ordinary course of business). Investview and its subsidiaries are not subject to any judgment, order, writ, injunction or decree of any court or any Governmental Entity, nor has Investview or any of its subsidiaries entered into or become a party to any agreement made in settlement of any pending or threatened litigation, which materially restricts or impairs their use of any Intellectual Property or which would reasonably be expected to result in a Material Adverse Effectperson.
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Samples: Merger Agreement (Idg-Accel China Growth Fund Ii L P), Merger Agreement (MEMSIC Inc)
